| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
SOUTHERN UNION CO [ SUG ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 10/09/2009 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | 10/09/2009 | P | 59.4472(1) | A | $20.99 | 8,289.055 | I | Issuer's Supplemental Deferred Compensation Plan(2) | ||
| Common Stock | 8,667.8524 | I | 401(k) Plan(3) | |||||||
| Common Stock | 1,575 | D | ||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Options (right to purchase) | $16.8255 | (4) | 02/06/2014 | Common Stock | 3,308 | 3,308 | D | ||||||||
| Employee Stock Options (right to purchase) | $24.0572 | (5) | 07/26/2015 | Common Stock | 768 | 768 | D | ||||||||
| Cash restricted Units | (6) | (6) | (6) | Common Stock | 1,091 | 1,091 | D | ||||||||
| Stock Appreciation Rights | $28.07 | (7) | 12/28/2016 | Common Stock | 10,392 | 10,392 | D | ||||||||
| Cash Restricted Units | (8) | (8) | (8) | Common Stock | 2,376 | 2,376 | D | ||||||||
| Stock Appreciation Rights | $28.48 | (9) | 12/17/2017 | Common Stock | 16,925 | 16,925 | D | ||||||||
| Cash Restricted Units | (10) | (10) | (10) | Common Stock | 8,546 | 8,546 | D | ||||||||
| Stock Appreciation Rights | $12.55 | (11) | 12/15/2018 | Common Stock | 35,124 | 35,124 | 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 Company makes separate filings for these dividend transactions. |
| 2. This information concerns shares held under the Issuer's Supplemental Deferred Compensation Plan. This report reflects shares purchased for the plan by the plan trustee, 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 is fully vested in these options and all of these options are currently exercisable. |
| 5. The Reporting Person is fully vested in these options and all of these options are currently exercisable. |
| 6. 3,273 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 2,182 of the cash restricted units. |
| 7. 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 6,928 stock appreciation rights have vested |
| 8. 3,563 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 1,187 of the cash restricted units. |
| 9. 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, 5,641 stock appreciation rights have vested. |
| 10. 8,546 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. |
| 11. 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 Robert J. Hack | 10/13/2009 | |
| ** 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). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||