5//SEC Filing
Herschmann Eric D 5
Accession 0001140361-12-008430
CIK 0000203248other
Filed
Feb 13, 7:00 PM ET
Accepted
Feb 14, 6:43 PM ET
Size
21.2 KB
Accession
0001140361-12-008430
Insider Transaction Report
Form 5
Herschmann Eric D
President and COO
Transactions
- Gift
Common Stock
2011-12-30−12,300→ 484,916.1 total
Holdings
- 18,200(indirect: By Children)
Common Stock
- 12,300(indirect: By Foundation)
Common Stock
- 262,500
Employee Stock Options (right to purchase)
Exercise: $23.62Exp: 2015-06-27→ Common Stock (262,500 underlying) - 100,000
Employee Stock Options (right to purchase)
Exercise: $23.63Exp: 2015-12-30→ Common Stock (100,000 underlying) - 275,629
Employee Stock Options (right to purchase)
Exercise: $28.48Exp: 2017-12-17→ Common Stock (275,629 underlying) - 292,934
Employee Stock Options (right to purchase)
Exercise: $12.55Exp: 2018-12-15→ Common Stock (292,934 underlying) - 140,107
Employee Stock Option (right to purchase)
Exercise: $21.64Exp: 2019-12-15→ Common Stock (140,107 underlying) - 114,598
Employee Stock Option (right to purchase)
Exercise: $24.80Exp: 2020-12-13→ Common Stock (114,598 underlying) - 71,293
Cash Restricted Stock Units
→ Common Stock (71,293 underlying)
Footnotes (9)
- [F1]On December 30,2011, the Reporting Person made a contribution of 12,300 shares to the Herschmann Family Foundation. The shares, which constitute a bona fide gift, remain subject to the Second Amended and Restated Support Agreement by and between the Reporting Person and Energy Transfer Equity, L.P. dated as of July 19, 2011 and filed as a part of Exhibit 2.1 to the Company's Current Report on Form 8-K filed with the SEC on July 20, 2011.
- [F2]This share amount uncludes 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 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. To date, restrictions on 34,485 restricted shares have expirec.
- [F3]This share amount uncludes 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 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. To date, restrictions on 79,828 restricted shares have expired.
- [F4]The Reporting Person may be deemed to hold indirectly 18,200 shares owned by his minor children; however, the Reporting Person hereby continues to disclaim any beneficial in these shares, except to the extent of his pecuniary interest therein.
- [F5]These options are fully vested and exercisable. The expiration of the options shall not be accelerated.
- [F6]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 93,404 stock options have vested and are exercisable.
- [F7]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. To date, 38,199 stock options have vested and are exercisable.
- [F8]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.
- [F9]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.
Documents
Issuer
SOUTHERN UNION CO
CIK 0000203248
Entity typeother
Related Parties
1- filerCIK 0001315134
Filing Metadata
- Form type
- 5
- Filed
- Feb 13, 7:00 PM ET
- Accepted
- Feb 14, 6:43 PM ET
- Size
- 21.2 KB