4//SEC Filing
LINDEMANN GEORGE L 4
Accession 0001140361-12-002090
CIK 0000203248other
Filed
Jan 10, 7:00 PM ET
Accepted
Jan 11, 7:40 PM ET
Size
19.2 KB
Accession
0001140361-12-002090
Insider Transaction Report
Form 4
LINDEMANN GEORGE L
DirectorChairman & CEO
Transactions
- Other
Common Stock
2012-01-09$42.26/sh−31,430.7$1,328,340→ 0 total(indirect: 401 (k) Savings Plan)
Holdings
- 3,289,220(indirect: By Spouse)
Common Stock
- 500,000
Employee Stock Option (right to purchase)
Exercise: $12.55Exp: 2018-12-15→ Common Stock (500,000 underlying) - 145,940.008(indirect: Issuer's Supplemental Deferred Compensation Plan)
Common Stock
- 464,176
Employee Stock Options (right to purchase)
Exercise: $21.64Exp: 2019-12-15→ Common Stock (464,176 underlying) - 71,293
Cash Restricted Stock Units
→ Common Stock (71,293 underlying) - 4,305,351
Common Stock
- 441,469
Employee Stock Option (right to purchase)
Exercise: $28.48Exp: 2017-12-17→ Common Stock (441,469 underlying) - 482,517
Employee Stock Options (right to purchase)
Exercise: $24.80Exp: 2020-12-13→ Common Stock (482,517 underlying)
Footnotes (11)
- [F1]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"). Pursuant to the Merger Agreement, ETE exercised its right to request that the Company eliminate from the Southern Union Savings Plan (the "Savings Plan") all shares of Company common stock. Accordingly, the trustee of the Savings Plan liquidated all shares of Company common stock held in the Savings Plan, including those held by the Reporting Person. The share price reflected represents the average sale price realized by the trustee of the Savings Plan in open market trading on all shares held in the Savings Plan.
- [F10]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 will be accelerated in the event of his death, disability or termination of employment without cause.
- [F11]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]On December 15, 2009 ("Grant Date 2009"), the Reporting Person was awarded a grant of 35,824 shares of restricted stock. 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, 23,882 restricted shares awarded on Grant Date 2009 have expired.
- [F3]Includes 58,022 shares of restricted stock, which restrictions expire in full on December 17, 2012. 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.
- [F4]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 sold discretion of the trustee, at such prices as were available in the open market at the time of such purchases.
- [F5]The Reporting Person disclaims beneficial interest in these shares except to the extent of his pecuniary interest therein.
- [F6]Each stock option was awarded at an exercise price of $28.48 per share, which price is equal to the closing price on December 17, 2007 ("Grant Date 2007"). The options will vest in full on the fifth anniversary of Grant Date 2007. 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.
- [F7]These options are fully vested and exercisable. The expiration of these stock options shall not be accelerated.
- [F8]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. 309,450 options of the award are fully vested and exercisable.
- [F9]Each stock option was awarded at an exercise price of $24.80 per share, which price is equal to the closing price on December 13, 2010 ("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. 160,839 options of the award are fully vested and exercisable.
Documents
Issuer
SOUTHERN UNION CO
CIK 0000203248
Entity typeother
Related Parties
1- filerCIK 0000897631
Filing Metadata
- Form type
- 4
- Filed
- Jan 10, 7:00 PM ET
- Accepted
- Jan 11, 7:40 PM ET
- Size
- 19.2 KB