4//SEC Filing
Herschmann Eric D 4
Accession 0001140361-11-052459
CIK 0000203248other
Filed
Nov 7, 7:00 PM ET
Accepted
Nov 8, 9:55 PM ET
Size
19.8 KB
Accession
0001140361-11-052459
Insider Transaction Report
Form 4
Herschmann Eric D
President and COO
Transactions
- Award
Cash Restricted Stock Units
2011-11-06+71,293→ 71,293 total→ Common Stock (71,293 underlying)
Holdings
- 140,107
Employee Stock Option (right to purchase)
Exercise: $21.64Exp: 2019-12-15→ Common Stock (140,107 underlying) - 552,591.1
Common Stock
- 114,598
Employee Stock Option (right to purchase)
Exercise: $24.80Exp: 2020-12-13→ Common Stock (114,598 underlying) - 262,500
Employee Stock Option (right to purchase)
Exercise: $23.62Exp: 2015-06-27→ Common Stock (262,500 underlying) - 292,934
Employee Stock Option (right to purchase)
Exercise: $12.55Exp: 2018-12-15→ Common Stock (292,934 underlying) - 275,629
Employee Stock Option (right to purchase)
Exercise: $28.48Exp: 2017-12-17→ Common Stock (275,629 underlying) - 100,000
Employee Stock Option (right to purchase)
Exercise: $23.63Exp: 2015-12-30→ Common Stock (100,000 underlying) - 15,100(indirect: By Children)
Common Stock
Footnotes (10)
- [F1]This share amount includes 103,457 restricted shares awarded to the Reporting person on December 13, 2010 ("Grant Date 2010"). The restrictions on the restricted stock will expire in equal installments on the first, second and third anniversaries of Grant Date 2010. The expiration of the restrictions on the restricted shares will be accelerated upon (i) a change in control of the Company or (ii) the death, disability or termination of employment without cause of the Reporting Person.
- [F10]On July 19, 2011, the Company entered into a Second Amended and Restated Agreement and Plan of Merger with Energy Transfer Equity, L.P. ("ETE") and Sigma Acquisition Corporation, a wholly-owned subsidiary of ETE (as amended by Amendment No. 1 to Agreement and Plan of Merger dated as of September 14, 2011, the "Merger Agreement"). The RSUs awarded to the Reporting Person will be treated in accordance with the terms and conditions of the Merger Agreement. The Merger Agreement is available in its entirety as Annex A to the Company's definitive Proxy Statement filed with the SEC on October 27, 2011.
- [F2]This share amount includes 119,743 restricted shares awarded to the Reporting person on December 15, 2009 ("Grant Date 2009"). The restrictions on the restricted stock will expire in equal installments on the first, second and third anniversaries of Grant Date 2009. The expiration of the restrictions on the restricted shares will be accelerated upon (i) a change in control of the Company or (ii) the death, disability or termination of employment without cause of the Reporting Person. To date, restrictions on 39,914 restricted shares have expired.
- [F3]This share amount includes 207,066 restricted shares awarded for the Reporting Person on December 15, 2008 ("Grant Date 2008"). The expiration of the restrictions on the restricted shares will be accelerated upon (i) a change in control of the Company or (ii) the death, disability or termination of employment without cause of the Reporting Person. To date, restrictions on 138,044 restricted shares awarded on Grant Date 2008 have expired.
- [F4]The Reporting Person may be deemed to hold indirectly 15,100 shares owned by his minor children; however, the Reporting Person disclaims any beneficial ownership of these shares, except to the extent of his pecuniary interest therein.
- [F5]These options are fully vested and currently exercisable. The expiration of these stock options shall not be accelerated.
- [F6]Each stock option was awarded at an exercise price of $12.55 per share, which was equal to the closing price on Grant Date 2008. The stock options awarded will vest in equal increments on the first, second and third anniversaries of Grant Date 2008. The vesting of these options will be accelerated in the event of (i) a change of control of the Company or (ii) the death, disability or termination of employment without cause of the Reporting Person. The expiration of the options shall not be accelerated, except in the event of a termination of employment with cause or by a voluntary termination of employment. To date, 195,289 stock options have vested and are exerciseable.
- [F7]Each stock option was awarded at an exercise price of $21.64 per share, which price is equal to the closing price on Grant Date 2009. The options awarded will vest in equal installments on the first, second and third anniversaries of Grant Date 2009. The vesting of the options will be accelerated in the event of (i) a change of control of the Company or (ii) the death, disability or termination without cause of the Reporting Person. The expiration of the options shall not be accelerated, except in the event of a termination of employment with cause or by a voluntary termination of employment. To date, 46,702 stock options have vested and are exerciseable.
- [F8]Each stock option was awarded at an exercise price of $24.80 per share, which price is equal to the closing price on Grant Date 2010. The options awarded will vest in equal installments on the first, second and third anniversaries of Grant Date 2010. The vesting of the options will be accelerated in the event of (i) a change of control of the Company or (ii) the death, disability or termination without cause of the Reporting Person. The expiration of the options shall not be accelerated, except in the event of a termination of employment with cause or by a voluntary termination of employment.
- [F9]71,293 cash restricted stock units ("RSUs") were awarded to the Reporting Person on November 6, 2011 ("Grant Date 2011"). The RSUs were awarded in accordance with the Company's Third Amended and Restated 2003 Stock and Incentive Plan. The RSUs permit the Reporting Person to receive 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 the dates such restrictions expire. Restrictions on such award will expire in equal amounts on the first, second and third anniversaries of Grant Date 2011, unless the restrictions are earlier terminated in accordance with the Plan or the applicable award agreement. The restrictions on the Reporting Person's RSUs also will be accelerated in the event of his death, disability or termination of employment without cause.
Documents
Issuer
SOUTHERN UNION CO
CIK 0000203248
Entity typeother
Related Parties
1- filerCIK 0001315134
Filing Metadata
- Form type
- 4
- Filed
- Nov 7, 7:00 PM ET
- Accepted
- Nov 8, 9:55 PM ET
- Size
- 19.8 KB