SEC Form 4 · accession 0001562180-19-000628
VECTREN CORP · VVC
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ronald E Christian
Officer — EVP, Chief Legal Officer
Period of report
Feb 1, 2019
Accepted (ET)
Feb 1, 2019 · 9:24 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 | 4,869 | — | D | 0 | D | |
| Common StockF2 | Feb 1, 2019 | M | 33,004 | — | A | 33,004 | D | |
| Common StockF3 | Feb 1, 2019 | M | 34,997 | — | A | 68,001 | D | |
| Common StockF4 | Feb 1, 2019 | D | 68,001 | — | 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 StockF5 | $0.00 | Feb 1, 2019 | D | 39,922 | D | — | — | Common Stock | 39,922 | 0 | D |
| Phantom StockF2 | $0.00 | Feb 1, 2019 | M | 33,004 | A | — | — | Common Stock | 33,004 | 0 | D |
| Phantom StockF3 | $0.00 | Feb 1, 2019 | A | 34,997 | A | — | — | Common Stock | 34,997 | 34,997 | D |
| Phantom StockF3 | $0.00 | Feb 1, 2019 | M | 34,997 | D | — | — | Common Stock | 34,997 | 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 the following aggregate stock unit awards acquired pursuant to the Vectren Corporation At-Risk Compensation Plan: (1) the target number of stock units dependent upon performance during a measuring period from January 1, 2016 through December 31, 2018; (2) the target number of stock units dependent upon performance during a measuring period from January 1, 2017 through December 31, 2019; (3) the target number of stock units dependent upon performance during a measuring period from January 1, 2018 through December 31, 2020; and (4) the target number of stock units dependent upon performance during a measuring period from January 1, 2019 through December 31, 2021, 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 effect of the accumulation of dividends and the performance adjustment relating to (1) stock units dependent upon performance during a measuring period from January 1, 2016 through December 31, 2018; (2) stock units dependent upon performance during a measuring period from January 1, 2017 through December 31, 2019; and (3) stock units dependent upon performance during a measuring period from January 1, 2018 through December 31, 2020. This grant is exempt under Section 16b-3 and was previously approved by the Board of Directors. See explanation in footnote 6 to Table 2.
- F4Represents the cancellation and conversion of the stock units noted in footnotes (2) and (3) into the right to receive $72.00 in cash at the Effective Time pursuant to the terms of the Merger Agreement.
- F5Represents phantom stock units held in a book-entry under the non-qualified deferred compensation plan. Each phantom stock unit was deemed to be cancelled and converted into the right to receive $72.00 in cash at the Effective Time pursuant to the terms of the Merger Agreement.
- F6Pursuant to the terms of the Merger Agreement, upon the Effective Time,(1)stock units dependent upon performance during a measuring period from January 1, 2016 through December 31, 2018 are earned based on actual performance results as determined by the Compensation Committee of the Board of Directors of Vectren Corporation;(2)stock units dependent upon performance during a measuring period from January 1, 2017 through December 31, 2019 & stock units dependent upon performance during a measuring period from January 1, 2018 through December 31, 2020 are earned based on the greater of the target level of performance or the actual level of performance based on a shortened period ending on the Effective Time as determined by the Compensation Committee of the Board of Directors of Vectren Corporation; and (3)stock units dependent upon performance during a measuring period from January 1, 2019 through December 31, 2021, are earned at the target level and pro-rated through the Effective Time.