SEC Form 4 · accession 0001562180-16-002446
VECTREN CORP · VVC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
M Susan Hardwick
Officer — EVP & Chief Financial Officer
Period of report
Jun 1, 2016
Accepted (ET)
Jun 1, 2016 · 5:36 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001096385
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom StockF2,F3 | $0.00 | Jun 1, 2016 | A | 500 | A | — | — | Common Stock | 500 | 500 | D |
Explanation of responses
- F1As previously disclosed, effective June 1, 2016, Ms. Hardwick assumed the role of Executive Vice President & Chief Financial Officer, and, as a result, as of that date the components of her total compensation were adjusted by the Vectren Corporation Compensation and Benefits Committee and Board of Directors to reflect the responsibilities of her new position. As part of that adjustment, Ms. Hardwick was awarded a supplemental grant of 500 Stock Unit Awards (in addition to an original 2016 grant received on January 1, 2016).
- F2The stock unit awards were acquired pursuant to the Vectren Corporation At Risk Compensation Plan (Plan) and are subject to forfeiture as provided by the Plan and the Plan Grant Agreement. The lifting of restrictions and the application of the forfeiture provisions are dependent upon performance under pre-established metrics during a measuring period from January 1, 2016 through December 31, 2018 and subject to continued employment until the Committee lifts the restrictions, or upon enumerated circumstances, as more fully described in the Plan and the Plan Grant Agreement. Upon lifting of restrictions, the grantee shall be paid, for each stock unit award, in cash, the value of one share of Common Stock determined by calculating the average of the closing price of the Common Stock on the New York Stock Exchange for the three consecutive trading days immediately preceding ten days before the Committee certifies results with respect to this grant.
- F3As provided for in the Plan and the Plan Grant Agreement, the Committee will certify performance of the grant after fiscal year 2018 and is expected to do so no later than March 31, 2019. If the lifting of restrictions occurs prior to the date the Committee certifies, the Fair Market Value of one share of Common Stock on the date the restrictions lapse will be used to value the stock unit award. At the time restrictions lift, if the grantee is not then in compliance with the share ownership guidelines established by the Board, the value of each stock unit award shall be paid to the grantee in one unrestricted share of the company's Common Stock. Dividends paid during the restriction period shall accrue as additional stock unit awards and are subject to forfeiture. The Board Compensation and Benefits Committee previously approved the acquisition in accordance with Rule 16b-3(d).