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^*

DENSBERGER STEPHEN J

(Last)

(First)

(Middle)

C/O PENNICHUCK CORPORATION

25 MANCHESTER STREET

(Street)

MERRIMACK

03054

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PENNICHUCK CORP [ pnnw ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Executive Vice President

3. Date of Earliest Transaction (Month/Day/Year)
01/25/2012

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	01/25/2012		D		22,058	D	$29⁽¹⁾	0	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)
Stock Option (right to buy)	$20.14	01/25/2012		D			5,333	10/03/2003⁽²⁾	10/03/2013	Common Stock	5,333	$0⁽²⁾	0	D
Stock Option (right to buy)	$21.24	01/25/2012		D			4,667	01/23/2004⁽²⁾	01/23/2014	Common Stock	4,667	$0⁽²⁾	0	D
Stock Option (right to buy)	$19.67	01/25/2012		D			5,333	01/28/2005⁽²⁾	01/28/2015	Common Stock	5,333	$0⁽²⁾	0	D
Stock Option (right to buy)	$19.51	01/25/2012		D			4,000	12/09/2005⁽²⁾	12/09/2015	Common Stock	4,000	$0⁽²⁾	0	D
Stock Option (right to buy)	$17.64	01/25/2012		D			4,000	⁽²⁾⁽³⁾	01/28/2019	Common Stock	4,000	$0⁽²⁾	0	D
Stock Option (right to buy)	$20.11	01/25/2012		D			3,200	⁽²⁾⁽⁴⁾	01/27/2020	Common Stock	3,200	$0⁽²⁾	0	D

Explanation of Responses:

1. Each share has been converted into the right to receive $29.00 per share (the "Merger Consideration"), pursuant to the Agreement and PLan of Merger, dated November 11, 2010, by and among Pennichuck Corporation, The City of Nashua, New Hampshire and Nashua Water Acquisition Corporation.

2. Each option was cancelled and converted into the right to receive a cash per share payment equal to the product of (x) the excess, if any, of t he Merger Consideration over the applicable exercuse price of such option and (y) the number of shares of the Issuer's common stock issuable upon exercise of the option less any applicable withholding taxes.

3. The grants vested, or otherwise would have vested, in equal amounts on 01/28/2010, 01/28/2011 ans 01/28/2012.

4. The grants vested, or otherwise would have vested, in equal amounts on 01/27/2011, 01/27/2012 and 01/27/2013.

	/s/ Stephen J. Densberger	01/26/2012
	** 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).
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