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Filing Details

Accession Number:: 0001140361-12-002799
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-01-17 17:26:58
Reporting Period:: 2012-01-13

Filing Date:: 2012-01-17
Accepted Time:: 2012-01-17 17:26:58
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
203248	Southern Union Co	SUG	Natural Gas Transmission (4922)	750571592

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1380705	N Richard Marshall	5051 Westheimer Road Houston TX 77056-5306	Svp & Chief Financial Officer	No	Yes	No	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2012-01-13	42	$42.56	11,766	No	4	P	Indirect	Supplemental Deferred Compensation Plan

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	Supplemental Deferred Compensation Plan

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	1,037	Direct
Common Stock	1,050	Direct

Reported Derivative Holdings

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Sec. Name	Sec. Type	Price	Expiration Date	Amount	Remaning Holdings	Nature of Ownership
Common Stock	Employee Stock Option (Right to Purchase)	$16.83	2014-02-06	8,269	8,269	Direct
Common Stock	Employee Stock Option (Right to Purchase)	$24.06	2015-07-26	683	683	Direct
Common Stock	Stock Appreciation Rights	$28.07	2016-12-28	19,299	19,299	Direct
Common Stock	Stock Appreciation Rights	$28.48	2017-12-17	38,685	38,685	Direct
Common Stock	Cash Restricted Stock Units	$0.00		15,464	15,464	Direct
Common Stock	Stock Appreciation Rights	$12.55	2018-12-15	95,336	95,336	Direct
Common Stock	Cash Restricted Stock Units	$0.00		13,305	13,305	Direct
Common Stock	Stock Appreciation Rights (Common Stock)	$21.64	2019-12-15	46,703	46,703	Direct
Common Stock	Cash Restricted Stock Units	$0.00		9,681	9,681	Direct
Common Stock	Stock Appreciation Rights	$24.80	2020-12-13	32,168	32,168	Direct
Common Stock	Cash Restricted Stock Units	$0.00		11,289	11,289	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2014-02-06	8,269	8,269	Direct
2015-07-26	683	683	Direct
2016-12-28	19,299	19,299	Direct
2017-12-17	38,685	38,685	Direct
	15,464	15,464	Direct
2018-12-15	95,336	95,336	Direct
	13,305	13,305	Direct
2019-12-15	46,703	46,703	Direct
	9,681	9,681	Direct
2020-12-13	32,168	32,168	Direct
	11,289	11,289	Direct

Footnotes

This information concerns shares held under the Issuer's Supplemental Deferred Compensation Plan. Shares purchased for the plan by the plan trustee are purchased at the sole discretion of the trustee, at such prices as were available in the open market at the time of such purchases.
The Reporting Person owns these shares jointly with his spouse.
The options are fully vested and exercisable.
Stock appreciation rights will be settled in shares of common stock at an exercise price of $28.07 per share, which was equal to the closing price on December 28, 2006 ("Grant Date 2006"). The Stock appreciation rights granted on Grant Date 2006 are fully vested and exercisable.
Stock appreciation rights will be settled in shares of common stock at an exercise price of $28.48 per share, which was equal to the closing price on the Grant Date 2007. The Stock appreciation rights granted on Grant Date 2007 are fully vested and exercisable.
23,195 cash restricted stock units were awarded to the Reporting Person on December 15, 2008 ("Grant Date 2008"). The cash restricted stock units permit the Reporting Person to receive, on predetermined dates upon expiration of applicable restrictions, 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 such dates. Restrictions on the award will expire in equal installments on the first, second and third anniversaries of Grant Date 2008. To date, restrictions have expired on 15,463 of the cash restricted stock units. Restrictions on an additional 7,732 cash restricted stock units will expire on December 15, 2011.
Stock appreciation rights will be settled in shares of common stock at an exercise price of $12.55 per share, which was equal to the closing price on the Grant Date 2008. The award will vest in equal installments on the first, second and third anniversaries of Grant Date 2008. To date 63,557 shares have vested. An additional 31,779 stock appreciation rights will vest on December 15, 2011.
13,305 cash restricted stock units were awarded to the Reporting Person on December 15, 2009 ("Grant Date 2009"). The cash restricted stock units permit the Reporting Person to receive, on predetermined dates upon expiration of applicable restrictions, 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 such dates. Restrictions on the award will expire in equal installments on the first, second and third anniversaries of Grant Date 2009. To date, restrictions have expired on 4,435 cash restricted stock units. Restrictions on an additional 4,435 cash restricted stock units will expire on December 15, 2011.
Stock appreciation rights will be settled in shares of common stock at an exercise price of $21.64 per share, which was equal to the closing price on the Grant Date 2009. The award will vest in equal installments on the first, second and third anniversaries of Grant Date 2009. To date, 15,567 shares have vested. An additional 15,567 stock apprecation rights will vest on December 15, 2011.
9,681 cash restricted stock units were awarded to the Reporting Person on December 13, 2010 ("Grant Date 2010"). The cash restricted stock units permit the Reporting Person to receive, on predetermined dates upon expiration of applicable restrictions, 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 such dates. Restrictions on the award will expire in equal installments on the first, second and third anniversaries of Grant Date 2010.
Stock appreciation rights will be settled in shares of common stock at an exercise price of $24.80 per share, which was equal to the closing price on the Grant Date 2010. The award will vest in equal installments on the first, second and third anniversaries of Grant Date 2010.
11,289 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.
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.