SEC Form 4 · accession 0001562180-19-000038
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
Jan 1, 2019
Accepted (ET)
Jan 2, 2019 · 3:17 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 Stock | holding | — | — | — | 2,878 | I | 401K Plan |
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,F3 | $0.00 | Jan 1, 2019 | A | 37,850 | A | — | — | Common Stock | 37,850 | 37,850 | D |
Explanation of responses
- F1The stock unit award was granted pursuant to the Vectren Corporation At Risk Compensation Plan (Plan) and is 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, 2019 through December 31, 2021 and subject to continued employment until certification of performance, except in limited circumstances as described in the Plan and the Plan grant agreement. Upon lifting of restrictions, the grantee shall be paid for each stock unit, in cash, a value determined by calculating the average of the closing price of Vectren's common stock for the three consecutive trading days immediately preceding ten calendar days before the certification of the performance results.
- F2Certification of the performance results is expected to be no later than March 31, 2022. If the lifting of restrictions occurs prior to the performance certification date, the value of one share of Vectren's common stock on the date the restrictions lapse will be used to value each stock unit. At the time restrictions lift, if the grantee is not then in compliance with the company's share ownership guidelines, the value of each stock unit shall be paid to the grantee in one unrestricted share of Vectren's common stock. Dividends paid during the restriction period shall accrue as additional stock units and are subject to forfeiture. This acquisition was approved in accordance with Rule 16b-3.
- F3If the closing date of the previously announced merger transaction between Vectren Corporation and CenterPoint Energy, Inc. (CNP) occurs prior to December 31, 2021, then the Stock Unit Awards shall be cancelled and converted into a vested right to receive cash in an amount equal to (i) $72.00 multiplied by (ii) the number of Stock Unit Awards set forth herein, without any adjustment based on the Performance Criteria, multiplied by (iii) a fraction with a numerator equal to the number of days in the period beginning on the Grant Date and ending on the closing date of the transaction with CNP and a denominator equal to 1095, but in no event shall such fraction be greater than one.