4//SEC Filing
Schach Eric J 4
Accession 0001562180-19-000626
CIK 0001096385other
Filed
Jan 31, 7:00 PM ET
Accepted
Feb 1, 9:23 AM ET
Size
19.7 KB
Accession
0001562180-19-000626
Insider Transaction Report
Form 4
VECTREN CORPVVC
Schach Eric J
EVP & COO
Transactions
- Award
Phantom Stock
2019-02-01+47,922.541→ 47,922.541 totalExercise: $0.00→ Common Stock (47,922.541 underlying) - Exercise/Conversion
Common Stock
2019-02-01+44,921.285→ 44,921.285 total - Exercise/Conversion
Common Stock
2019-02-01+47,922.541→ 92,843.826 total - Disposition to Issuer
Common Stock
2019-02-01−92,843.826→ 0 total - Disposition to Issuer
Phantom Stock
2019-02-01−22,626.219→ 0 totalExercise: $0.00→ Common Stock (22,626.219 underlying) - Exercise/Conversion
Phantom Stock
2019-02-01+44,921.285→ 0 totalExercise: $0.00→ Common Stock (44,921.285 underlying) - Exercise/Conversion
Phantom Stock
2019-02-01−47,922.541→ 0 totalExercise: $0.00→ Common Stock (47,922.541 underlying)
Footnotes (6)
- [F1]Pursuant to the Agreement and Plan of Merger by and among Vectren Corporation, CenterPoint Energy, Inc., and Pacer Merger Sub, Inc. dated April 21, 2018 (the 'Merger Agreement'), represents the following aggregate stock unit awards acquired pursuant to the Vectren Corporation At-Risk Compensation Plan: (1) the target number of stock units dependent upon performance during a measuring period from January 1, 2016 through December 31, 2018; (2) the target number of stock units dependent upon performance during a measuring period from January 1, 2017 through December 31, 2019; (3) the target number of stock units dependent upon performance during a measuring period from January 1, 2018 through December 31, 2020; and (4) the target number of stock units dependent upon performance during a measuring period from January 1, 2019 through December 31, 2021, which have been pro-rated through the Effective Time.
- [F2]Each stock unit was cancelled and converted into the right to receive $72.00 in cash at the Effective Time pursuant to the terms of the Merger Agreement. The time when Pacer Merger Sub, Inc. effectively merged with and into Vectren Corporation is referred to as the 'Effective Time.'
- [F3]Represents the effect of the accumulation of dividends and the performance adjustment relating to (1) stock units dependent upon performance during a measuring period from January 1, 2016 through December 31, 2018; (2) stock units dependent upon performance during a measuring period from January 1, 2017 through December 31, 2019; and (3) stock units dependent upon performance during a measuring period from January 1, 2018 through December 31, 2020. This grant is exempt under Section 16b-3 and was previously approved by the Board of Directors. See explanation in footnote 6 to Table 2.
- [F4]Represents the cancellation and conversion of the stock units noted in footnotes (1) and (3) into the right to receive $72.00 in cash at the Effective Time pursuant to the terms of the Merger Agreement.
- [F5]Represents phantom stock units held in a book-entry under the non-qualified deferred compensation plan. Each phantom stock unit was deemed to be cancelled and converted into the right to receive $72.00 in cash at the Effective Time pursuant to the terms of the Merger Agreement.
- [F6]Pursuant to the terms of the Merger Agreement, upon the Effective Time,(1)stock units dependent upon performance during a measuring period from January 1, 2016 through December 31, 2018 are earned based on actual performance results as determined by the Compensation Committee of the Board of Directors of Vectren Corporation;(2)stock units dependent upon performance during a measuring period from January 1, 2017 through December 31, 2019 & stock units dependent upon performance during a measuring period from January 1, 2018 through December 31, 2020 are earned based on the greater of the target level of performance or the actual level of performance based on a shortened period ending on the Effective Time as determined by the Compensation Committee of the Board of Directors of Vectren Corporation; and (3)stock units dependent upon performance during a measuring period from January 1, 2019 through December 31, 2021, are earned at the target level and pro-rated through the Effective Time.
Documents
Issuer
VECTREN CORP
CIK 0001096385
Entity typeother
Related Parties
1- filerCIK 0001608929
Filing Metadata
- Form type
- 4
- Filed
- Jan 31, 7:00 PM ET
- Accepted
- Feb 1, 9:23 AM ET
- Size
- 19.7 KB