SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Marshall Richard N

(Last) (First) (Middle)
5444 WESTHEIMER ROAD

(Street)
HOUSTON TX 77056-5306

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SOUTHERN UNION CO [ SUG ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
SVP & Chief Financial Officer
3. Date of Earliest Transaction (Month/Day/Year)
12/17/2007
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 10,454.1575 I Supplemental Deferred Compensation Plan(1)
Common Stock 2,926.3354 I 401(k) Plan(2)
Common Stock 1,037.284 D(3)
Common Stock 264 D
Common Stock (Restricted) 786(4) D
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Cash Restricted Units (5) 12/17/2007 A 8,144 (5) (5) Common Stock 8,144 (5) 8,144 D
Stock Appreciation Rights $28.48 12/17/2007 A 38,685 (6) (6) Common Stock 38,685 (6) 38,685 D
Cash Restricted Unitts (7) (7) (7) Common Stock 6,079 6,079 D
Stock Appreciation Rights $28.07 (8) 12/27/2016 Common Stock 19,299 19,299 D
Employee Stock Option (Right to Purchase) $16.8255 (9) 02/06/2014 Common Stock 8,269 8,269 D
Employee Stock Option (Right to Purchase) $24.057 (10) 07/26/2015 Common Stock 683 683 D
Explanation of Responses:
1. This information concerns shares held under the Issuer's Supplemental Deferred Compensation Plan. Shares purchased for the plan by the plan trustee are purchased at the sole discretion of the trustee, at such prices as were available in the open market at the time of such purchases.
2. This information concerns shares held under the Issuer's 401(k) Plan. Information reported herein is based on a plan statement for the reporting period ended December 31, 2006.
3. The Reporting Person owns these shares jointly with his spouse; however, the Reporting Person disclaims beneficial ownership in such shares except to the extent of his pecuniary interest therein.
4. The restrictions on these shares expire pursuant to the following schedule: 262 on 7/26/07; 262 on 7/26/08; and 262 on 7/26/09.
5. The cash restricted units awarded on December 17, 2007 (the "Grant Date") permit the recipient to receive, on predetermined dates upon expiration of applicable restrictions, cash in an amount equal to a specified number of shares of the Company?s common stock valued at the closing price of the Company?s common stock on such dates. Restrictions on each award will expire in equal annual installments on the first, second and third anniversaries of the Grant Date.
6. Stock appreciation rights will be settled in shares of common stock at an exercise price of $28.48 per share, which was equal to the closing price on the Grant Date. The award will vest in equal annual installments on the first, second and third anniversaries of the Grant Date.
7. The cash restricted units awarded on December 28, 2006 (the "Grant Date") permit the recipient to receive, on predetermined dates upon expiration of applicable restrictions, cash in an amount equal to a specified number of shares of the Company?s common stock valued at the closing price of the Company?s common stock on such dates. Restrictions on each award will expire in equal annual installments on the first, second and third anniversaries of the Grant Date.
8. Stock appreciation rights will be settled in shares of common stock at an exercise price of $28.07 per share, which was equal to the closing price on the Grant Date. The award will vest in equal annual installments on the first, second and third anniversaries of the Grant Date.
9. These options vest pursuant to the following schedule: 1,654 on 3/1/08; and 1,654 on 3/1/09. The remaining 4,961 shares are currently exercisable.
10. These options vest pursuant to the following schedule: 170 on 7/26/08; and 170 on 7/26/09. The remaining 343 shares are currently exercisable.
Remarks:
Robert M. Kerrigan, III for Richard N. Marshall 12/19/2007
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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