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)
10/14/2011

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	10/14/2011		A		43.1067⁽¹⁾	A	$40.88	11,724.9207	I	Supplemental Deferred Compensation Plan⁽¹⁾
Common Stock								2,949.577	I	401(k) Plan⁽²⁾
Common Stock								1,037.284	D⁽³⁾
Common Stock								1,050	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)
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							⁽⁴⁾	02/06/2014	Common Stock	8,269		8,269	D
Employee Stock Option (Right to Purchase)	$24.057							⁽⁴⁾	07/26/2015	Common Stock	683		683	D
Stock Appreciation Rights	$28.07							⁽⁵⁾	12/28/2016	Common Stock	19,299		19,299	D
Stock Appreciation Rights	$28.48							⁽⁶⁾	12/17/2017	Common Stock	38,685		38,685	D
Cash Restricted Units	⁽⁷⁾							⁽⁷⁾	⁽⁷⁾	Common Stock	15,464		15,464	D
Stock Appreciation Rights	$12.55							⁽⁸⁾	12/15/2018	Common Stock	95,336		95,336	D
cash restricted Units	⁽⁹⁾							⁽⁹⁾	⁽⁹⁾	Common Stock	13,305		13,305	D
Stock Appreciation Rights (Common Stock)	$21.64							⁽¹⁰⁾	12/15/2019	Common Stock	46,703		46,703	D
Cash Restricted Units	⁽¹¹⁾							⁽¹¹⁾	⁽¹¹⁾	Common Stock	9,681		9,681	D
Stock Appreciation Rights	$24.8							⁽¹²⁾	12/13/2020	Common Stock	32,168		32,168	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 period ended December 31, 2010.

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

4. The options are fully vested and exercisable.

5. 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 December 28, 2006 ("Grant Date 2006"). The Stock appreciation rights granted on Grant Date 2006 are fully vested and exercisable.

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 2007. The Stock appreciation rights granted on Grant Date 2007 are fully vested and exercisable.

7. 23,195 cash restricted units were awarded to the Reporting Person on December 15, 2008 ("Grant Date 2008"). The cash restricted units permit the Reporting Person 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 installments on the first, second and third anniversaries of Grant Date 2008. To date, restrictions have expired on 15,463 of the cash restricted units. Restrictions on an additional 7,732 cash restricted units will expire on December 15, 2011.

8. 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 installments on the first, second and third anniversaries of Grant Date 2008. To date 63,557 shares have vested. An additional 31,779 stock appreciation rights will vest on December 15, 2011.

9. 13,305 cash restricted units were awarded to the Reporting Person on December 15, 2009 ("Grant Date 2009"). The cash restricted units permit the Reporting Person 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 installments on the first, second and third anniversaries of Grant Date 2009. To date, restrictions have expired on 4,435 cash restricted units. Restrictions on an additional 4,435 cash restricted units will expire on December 15, 2011.

10. Stock appreciation rights will be settled in shares of common stock at an exercise price of $21.64 per share, which was equal to the closing price on the Grant Date 2009. The award will vest in equal installments on the first, second and third anniversaries of Grant Date 2009. To date, 15,567 shares have vested. An additional 15,567 stock apprecation rights will vest on December 15, 2011.

11. 9,681 cash restricted units were awarded to the Reporting Person on December 13, 2010 ("Grant Date 2010"). The cash restricted units permit the Reporting Person 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 installments on the first, second and third anniversaries of Grant Date 2010.

12. Stock appreciation rights will be settled in shares of common stock at an exercise price of $24.80 per share, which was equal to the closing price on the Grant Date 2010. The award will vest in equal installments on the first, second and third anniversaries of Grant Date 2010.

Remarks:

	Robert M. Kerrigan, III for Richard N. Marshall	10/14/2011
	** 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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