SEC Form 4 · accession 0001562180-19-000625
VECTREN CORP · VVC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
James H Degraffenreidt Jr.
Director
Period of report
Feb 1, 2019
Accepted (ET)
Feb 1, 2019 · 9:23 am 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 1, 2019 | D | 8,451 | — | D | 0 | D | |
| Common StockF2 | Feb 1, 2019 | M | 126 | — | A | 126 | D | |
| Common StockF3 | Feb 1, 2019 | D | 126 | — | 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 | Feb 1, 2019 | M | 126 | D | — | — | Common Stock | 126 | 0 | D |
Explanation of responses
- F1Pursuant to the Agreement and Plan of Merger by and among Vectren Corporation, CenterPoint Energy, Inc., and Pacer Merger Sub, Inc. dated April 21, 2018 (the 'Merger Agreement'), each share of Vectren Corporation common stock was converted into the right to receive $72.00 in cash, without interest, at the Effective Time. The time when Pacer Merger Sub, Inc. effectively merged with and into Vectren Corporation is referred to as the 'Effective Time.'
- F2Represents stock units granted effective January 1, 2019 subject to one-year time vesting, which have been pro-rated through the Effective Time. Each stock unit was cancelled and converted into the right to receive $72.00 in cash at the Effective Time pursuant to the terms of the Merger Agreement.
- F3Represents the cancellation and conversion of the stock units noted in footnote (2) into the right to receive $72.00 in cash at the Effective Time pursuant to the terms of the Merger Agreement.