SEC Form 4 · accession 0001562180-19-000078
VECTREN CORP · VVC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Michael L Smith
Director
Period of report
Jan 1, 2019
Accepted (ET)
Jan 2, 2019 · 4:57 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 | Jul 26, 2018 | G | 2,184 | $0.00 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Phantom StockF2 | $0.00 | Jan 1, 2019 | M | 1,582 | D | — | — | Common Stock | 1,582 | 0 | D |
| Phantom StockF4 | $0.00 | Jan 1, 2019 | A | 1,582 | A | — | — | Common Stock | 1,582 | 18,682 | D |
Explanation of responses
- F1A "bona fide" gift of securities to charitable organizations is exempt under Section 16(b) by virtue of Rule 16(b)-5.
- F2The stock unit award was granted pursuant to the Vectren Corporation At Risk Compensation Plan (Plan) and was subject to the terms, provisions and conditions of the Plan and Plan grant agreement. The lifting of restrictions and forfeiture provisions were dependent upon continued service by the grantee until January 1, 2019, except as described in the Plan and the Plan grant agreement. The grantee was paid for each stock unit, in cash, the value of one share of Vectren's common stock on the date restrictions lapsed. The conditions associated with the award have been fulfilled and it has now been settled. This transaction was approved in accordance with Rule 16b-3.
- F3The reporting person elected to defer the stock unit award to the phantom stock account of the Vectren Corporation Nonqualified Deferred Compensation Plan. This transaction is exempt under Section 16b-3.
- F4Phantom stock units held under the non-qualified deferred compensation plan will effectively be exercised at the time amounts represented by those units are paid out under the Plan. Generally, unless provided otherwise by the participant, the payout begins with the end of the board member's service as a member of the board. Pursuant to the non-qualified deferred compensation plan, payouts can occur for up to 15 years. Amounts held in the phantom stock accounts would be amortized over that period unless directed otherwise by the participant.