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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* LINDEMANN GEORGE L (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) X Director 10% Owner X Officer (give title below) Other (specify below) Chairman & CEO
	3. Date of Earliest Transaction (Month/Day/Year) 01/12/2009
	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								4,230,269(1)	D
Common Stock	01/12/2009		P		862.0555(2)	A	$13.85	136,238.6309(2)	I	Supplemental Deferred Compensation Plan(3)
Common Stock								26,753(4)	I	401(K) Plan
Common Stock								3,289,220(5)	I	Owned by Spouse

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
Employee Stock Option (right to purchase)	$28.48							(6)	12/17/2017	Common Stock	441,469		441,469	D
Employee Stock Option (right to purchase)	$13.502							(7)	12/09/2009	Common Stock	258,078		258,078	D
Employee Stock Option (right to purchase)	$12.55							(8)	12/15/2018	Common Stock	500,000		500,000	D

Explanation of Responses:

1. Included in this amount is 58,022 shares of restricted stock, which restrictions expire in full on December 17, 2012. The expiration of these restrictions will be accelerated upon (i) a change of control of the Issuer or (ii) the death, disability or termination of employment without cause of the Reporting Person.

2. Included in this amount are shares acquired from reinvested dividend proceeds awarded to the Reporting Person as part of the Company's quarterly cash dividend. The Company makes separate filings for these dividend transactions.

3. 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.

4. 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, 2007.

5. The Reporting Person disclaims beneficial interest in these shares except to the extent of his pecuniary interest therein.

6. Each stock option was awarded at an exercise price of $28.48 per share, which was equal to the closing price on December 17, 2007. The options awarded will vest in full on December 17, 2012. The vesting of these options will be accelerated in the event of (i) a change of control of the Company or (ii) the death, diability or termination of employment without cause of the Reporting Person.

7. The Reporting Person is fully vested in these options and all of these options are currently exercisable.

8. Each stock option was awarded at an exercise price of $12.55 per share, which was equal to the closing price on December 15, 2008 ("Grant Date 2008"). The options awarded will vest in equal increments on the first, second and third anniversaries of Grant Date 2008. The vesting of these options will be accelerated in the event of (i) a change of control of the Company or (ii) the death, disability or termination of employment without cause of the Reporting Person.

Remarks:

	Robert M. Kerrigan, III for George L. Lindemann	01/14/2009
	** 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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