SEC Form 4 · accession 0000899243-17-005675
Spectra Energy Corp. · SE
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Austin A Adams
Director
Period of report
Feb 27, 2017
Accepted (ET)
Feb 28, 2017 · 8:01 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001373835
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 27, 2017 | D | 46,676 | — | 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 Shares DspF2 | — | Feb 27, 2017 | D | 19,208 | D | — | — | Common Stock | 19,208 | 0 | I |
Explanation of responses
- F1At the effective time of the Merger, each issued and outstanding share of the common stock of the Issuer was converted into the right to receive 0.984 of an Enbridge common share, with cash paid in lieu of fractional shares, in accordance with the Merger Agreement (the "Merger Consideration").
- F2At the effective time of the Merger, each right to receive common stock of the Issuer or benefits measured by the value of common stock of the Issuer was automatically adjusted to represent a right to receive benefits measured by the value of Enbridge common shares in accordance with the Merger Agreement.
Remarks
This Form 4 reports securities disposed pursuant to the terms of an Agreement and Plan of Merger (the "Merger Agreement"), dated as of September 5, 2016, a copy of which is filed as Exhibit 2.1 to the Issuer's Form 8-K filed with the SEC on September 6, 2016, and by which the Issuer became a wholly owned subsidiary (the "Merger") of Enbridge Inc ("Enbridge") on February 27, 2017 (the "effective time").