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Filing Details

Accession Number:: 0001140361-12-002803
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2012-01-17 17:28:49
Reporting Period:: 2012-01-13

Filing Date:: 2012-01-17
Accepted Time:: 2012-01-17 17:28:49
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
897631	L George Lindemann	5051 Westheimer Road Houston TX 77056-5306	Chairman & Ceo	Yes	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	516	$42.56	146,456	No	4	P	Indirect	Issuer's Supplemental Deferred Compensation Plan

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

Reported Non-Derivative Holdings

Sec. Name	Remaning Holdings	Nature of Ownership	Explanation
Common Stock	4,305,351	Direct
Common Stock	3,289,220	Indirect	Owned by Spouse

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)	$28.48	2017-12-17	441,469	441,469	Direct
Common Stock	Employee Stock Option (right to purchase)	$12.55	2018-12-15	500,000	500,000	Direct
Common Stock	Employee Stock Options (right to purchase)	$21.64	2019-12-15	464,176	464,176	Direct
Common Stock	Employee Stock Options (right to purchase)	$24.80	2020-12-13	482,517	482,517	Direct
Common Stock	Cash Restricted Stock Units	$0.00		71,293	71,293	Direct

Expiration Date	Amount	Remaning Holdings	Nature of Ownership
2017-12-17	441,469	441,469	Direct
2018-12-15	500,000	500,000	Direct
2019-12-15	464,176	464,176	Direct
2020-12-13	482,517	482,517	Direct
	71,293	71,293	Direct

Footnotes

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 sole discretion of the trustee, at such prices as were available in the open market at the time of such purchases.
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.
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.
The Reporting Person disclaims beneficial interest in these shares except to the extent of his pecuniary interest therein.
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.
These options are fully vested and exercisable. The expiration of these stock options shall not be accelerated.
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.
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.
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.
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.