SEC Form 4 · accession 0001562180-18-001177
VECTREN CORP · VVC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Carl L Chapman
Officer — Chairman, President & CEO
Period of report
Feb 23, 2018
Accepted (ET)
Feb 23, 2018 · 3:45 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001096385
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 23, 2018 | M | 48,800 | — | A | 98,611 | D | |
| Common Stock | Feb 23, 2018 | D | 48,800 | $62.55 | D | 49,811 | D | |
| Common StockF1 | Feb 23, 2018 | M | 32,626 | — | A | 82,437 | D | |
| Common Stock | Feb 23, 2018 | D | 32,626 | $62.55 | D | 49,811 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom StockF1,F2 | $0.00 | Feb 23, 2018 | M | 48,800 | D | — | — | Common Stock | 48,800 | 0 | D |
| Phantom StockF2 | $0.00 | Feb 23, 2018 | A | 32,626 | A | — | — | Common Stock | 32,626 | 32,626 | D |
| Phantom StockF1,F2 | $0.00 | Feb 23, 2018 | M | 32,626 | D | — | — | Common Stock | 32,626 | 0 | D |
Explanation of responses
- F1On February 23, 2018, the stock unit award vested and will be settled for cash based on the average closing price of Vectren's common stock for the three consecutive trading days immediately preceding ten days before the Committee certified results which occurred on February 23, 2018.
- F2The stock unit award was acquired pursuant to the Vectren Corporation At-Risk Compensation Plan and is subject to forfeiture as provided by the plan and the plan agreement. The lifting of restrictions and the forfeitability provisions is dependent upon performance during a measuring period from January 1, 2015 through December 31, 2017 and, subject to certain enumerated circumstances, and continued employment until certification by the Compensation Committee, which occurred February 23, 2018. The board of directors approved the acquisition in accordance with Rule 16b-3(d).
- F3This represents the effect of the accumulation of dividends and the performance adjustment relating to the January 1, 2015 grant under the Vectren Corporation At Risk Compensation Plan. This grant is exempt under Section 16b-3 and was previously approved by the Board of Directors. This grant is subject to forfeiture as provided under the plan and plan agreement.