SEC Form 4

FORM 4

[ ] Check this box if no longer
subject to Section 16. Form 4 or Form
5 obligations may continue.
See Instruction 1(b).

(Print or Type Responses)

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, Section 17(a) of the Public Utility
Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person* Swofford, Gary B. (Last) (First) (Middle) 411 108th Avenue NE, 15th Floor (Street) Bellevue, WA 98004-515 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Puget Energy, Inc. PSD		6. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer Other Senior Vice President and COO of PSE 7. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person
1. Name and Address of Reporting Person* Gaines, Donald E (Last) (First) (Middle) 411 108th Avenue NE, 15th Floor (Street) Bellevue, WA 98004-515 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol Puget Energy, Inc. PSD		6. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director 10% Owner X Officer Other Vice President and Treasurer of PSE 7. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person
	3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)	4. Statement for Month/Day/Year ~~January~~February 3110, 2003 5. If Amendment, Date of Original (Month/Day/Year)

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 and Voluntary Code (Instr. 8) Code \| V	4. Securities Acquired (A) or Disposed (D) Of (Instr. 3, 4, and 5) Amount \| A/D \| Price	5. Amount of Securities Beneficially Owned Following ReportedTransaction(s) (Instr. 3 and 4)	6. Owner- ship Form: Direct(D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common	0102/3110/2003		IJ (1) \|	13,~~000~~490 \| DA \| $19.7239	~~13,125~~	D
Common	02/10/2003		J (1) \|	207 \| D \| $19.39	96,~~783~~853	ID	~~By 401(k)~~
Common					2,117	I	By 401(k)
Common					1,368	I	By Spouse

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).

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 control number.

(over)
SEC 1474 (9-02)

~~Swofford~~Gaines, ~~Gary~~Donald B.E - ~~January~~February 3110, 2003

Form 4 (continued)

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. Conver- sion or Exercise Price of Deri- vative Security	3. Transaction Date (Month/ Day/ Year)	3A. Deemed Execution Date, if any (Month/ Day/ Year)	4. Transaction Code and Voluntary (V) Code (Instr.8) Code \| V	5. Number of Derivative Securities Acquired (A) or Disposed (D) Of (Instr. 3,4 and 5)	6. Date Exercisable(DE) and Expiration Date(ED) (Month/Day/Year) (DE) \| (ED)	7. Title and Amount of Underlying Securities (Instr. 3 and 4)	8. Price of Derivative Security (Instr.5)	9. Number of Derivative Securities Beneficially Owned Following Reported Transactions (Instr.4)	10.Owner-shipForm ofDeriv-ativeSecurity:Direct(D)orIndirect(I)(Instr.4)	11. Nature of Indirect Beneficial Ownership (Instr.4)
PSE Deferred Compensation Plan (1)	$0.00 (2)	01/31/2003		I \|	(A) 895		Common - 895	$19.72	24,042	D
LTIP	$0.00 (2)	02/10/2003		J (1) \|	(D) 3,490	12/31/2002 \| 12/31/2002	Common - 3,490	$19.39	0	D
LTIP	$0.00 (32)					12/31/~~2002~~2003 \| 12/31/~~2002~~2003	Common - 85,~~680~~015		85,~~680~~015	D
LTIP	$0.00 (32)					12/31/~~2003~~2004 \| 12/31/~~2003~~2004	Common - 124,~~240~~364		124,~~240~~364	D
LTIP	$0.00 (3)					12/31/2004 \| 12/31/2004	Common - 14,408		14,408	D
LTIP (2)	$0.00					12/31/2005 \| 12/31/2005	Common - 5,682		5,682	D
LTIP (3)	$0.00					12/31/2005 \| 12/31/2005	Common - 18,757		18,757	D
Restricted Stock Units	$0.00 (2)					12/31/2001 \| 12/31/2001	Common - 0		0	D

Explanation of Responses :

** 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. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number. /s/ ~~Gary~~Donald B.E ~~Swofford~~Gaines 02-0311-2003 ** Signature of Reporting Person Date Page 2

~~Swofford~~Gaines, ~~Gary~~Donald B.E - ~~January~~February 3110, 2003

Form 4 (continued)

FOOTNOTE Descriptions for Puget Energy, Inc. PSD Form 4 - ~~January~~February 2003 ~~Gary~~Donald B.E ~~Swofford411~~Gaines411 108th Avenue NE, 15th FloorBellevue, WA 98004-515 Explanation of responses: (1) ~~Phantom~~Settlement ~~share~~of ~~units~~2002 ~~deferred~~LTIP inGrants ~~the~~exempt ~~Puget~~under ~~Sound~~rule ~~Energy Deferred Compensation Plan~~16b-3. ~~(2)~~Settlement ~~One~~involved ~~common~~award ~~share~~of ~~will~~3,283 beshares, ~~received~~and ~~for~~forfeitures ~~each~~of ~~stock~~207 ~~unit~~shares. (32) LTIP share grants under the Puget Energy Long-Term Incentive Plan for Officers and Key Employees. LTIP Shares are paid in Puget Energy stock when vested in an amount ranging from zero to 175% of LTIP Share Grants.

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