SEC FORM 4

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

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)
04/13/2009

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/13/2009		P		106.3031⁽¹⁾	A	$15.54	10,998.0268	I	Supplemental Deferred Compensation Plan⁽²⁾
Common Stock								2,774.3058	I	401(k) Plan⁽³⁾
Common Stock								1,037.284	D⁽⁴⁾
Common Stock								264	D
Common Stock (Restricted)								786	D⁽⁵⁾

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (Right to Purchase)	$16.8255							⁽⁶⁾	02/06/2014	Common Stock	8,269		8,269	D
Employee Stock Option (Right to Purchase)	$24.057							⁽⁷⁾	07/26/2015	Common Stock	683		683	D
Cash Restricted Unitts	⁽⁸⁾							⁽⁸⁾	⁽⁸⁾	Common Stock	2,027		2,027	D
Stock Appreciation Rights	$28.07							⁽⁹⁾	12/28/2016	Common Stock	19,299		19,299	D
Cash Restricted Units	⁽⁹⁾							⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	5,430		5,430	D
Stock Appreciation Rights	$28.48							⁽¹¹⁾	12/17/2017	Common Stock	38,685		38,685	D
Cash Restricted Units	⁽¹²⁾							⁽¹²⁾	⁽¹²⁾	Common Stock	23,195		23,195	D
Stock Appreciation Rights	$12.55							⁽¹³⁾	12/15/2018	Common Stock	95,336		95,336	D

Explanation of Responses:

1. This amount reflects shares acquired from reinvested dividend proceeds awarded to the Reporting Person as part of the Company's quarterly cash dividend. The Companymakes separate filings for these dividend transactions.

2. 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.

3. This information concerns shares held under the Issuer's 401(k) Plan. Information reported herein is based on a plan statement for the period ended December 31, 2008

4. The Reporting Person owns these shares jointly with his spouse.

5. The restrictions on 524 shares have expired. The restrictions on the remaining restricted shares will expire on July 26, 2009.

6. All of the options are fully vested and exercisable.

7. 513 options have vested and are currently exercisable. The remianing 170 options will vest on July 26, 2009.

8. 6,079 cash restricted units were awarded to the Reporting Person on December 28, 2006 ("Grant Date 2006"). The cash restricted units 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 the award will expire in equal annual installments on the first, second and third anniversaries of Grant Date 2006. To date, restrictions have expired on 4,052 of the cash restricted units.

9. 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 Grant Date 2006. The award will vest in equal annual installments on the first, second and third anniversaries of the Grant Date 2006. To date 12,866 stock appreciation rights have vested.

10. 8,144 cash restricted units were awarded to the Reporting Person on December 17, 2007 ("Grant Date 2007"). The cash restricted units 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 the award will expire in equal annual installments on the first, second and third anniversaries of Grant Date 2007. To date, restrictions have expired on 2,714 of the cash restricted units.

11. 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 2007. The award will vest in equal annual installments on the first, second and third anniversaries of Grant Date 2007. To date, 12,895 stock appreciation rights have vested.

12. 23,195 cash restricted units were awarded to the Reporting Person on December 15, 2008 ("Grant Date 2008"). The cash restricted units 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 the award will expire in equal annual installments on the first, second and third anniversaries of Grant Date 2008.

13. Stock appreciation rights will be settled in shares of common stock at an exercise price of $12.55 per share, which was equal to the closing price on the Grant Date 2008. The award will vest in equal annual installments on the first, second and third anniversaries of Grant Date 2008.

Remarks:

	Robert M. Kerrigan, III for Richard N. Marshall	04/15/2009
	** Signature of Reporting Person	Date
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