SEC Form 4 · accession 0000899243-17-005754

Spectra Energy Corp. · SE

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Reginald D Hedgebeth

Officer — General Counsel

Period of report

Feb 27, 2017

Accepted (ET)

Mar 1, 2017 · 1:17 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 Stock^F1	Feb 27, 2017	D	142,927	—	D	0	D
Common Stock^F1	Feb 27, 2017	D	1,988	—	D	0	I	Retirement Savings Plan

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Option to Purchase Common Stock^F2	—	Feb 27, 2017	D	73,250	D	—	—	Common Stock	73,250	D
Performance Shares Feb 2015^F3	—	Feb 27, 2017	D	16,700	D	—	—	Common Stock	16,700	D
Performance Shares Feb 2016^F4	—	Feb 27, 2017	D	17,750	D	—	—	Common Stock	17,750	D
LTIP Phantom Stock Grant Jul 2014^F5	—	Feb 27, 2017	D	13,900	D	—	—	Common Stock	13,900	D
LTIP Phantom Stock Grant Feb 2015^F5	—	Feb 27, 2017	D	10,550	D	—	—	Common Stock	10,550	D
LTIP Phantom Stock Grant Feb 2016^F5	—	Feb 27, 2017	D	10,100	D	—	—	Common Stock	10,100	D
LTIP Phantom Stock Grant Feb 2017^F5	—	Feb 27, 2017	D	11,125	D	—	—	Common Stock	11,125	D
LTIP Phantom Stock Grant Feb 2017^F5	—	Feb 27, 2017	D	11,125	D	—	—	Common Stock	11,125	D

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 outstanding option of the Issuer, whether vested or unvested, was automatically be converted into an option to purchase, on the same terms and conditions as were applicable immediately prior to the effective time of the Merger, a number of Enbridge common shares on the terms specified in the Merger Agreement.
F3At the effective time, each performance stock unit granted in 2014 or 2015 vested (with performance deemed satisfied (1) at 100% in the case of awards granted in 2014, and (2) based on actual performance through the effective time, in the case of awards granted in 2015) and was cancelled and converted into the right to receive the Merger Consideration in respect of each share of common stock of the Issuer underlying such award.
F4Pursuant to the Merger Agreement, at the effective time of the Merger, each outstanding Post-2015 performance based unit of the Issuer were assumed by Enbridge and automatically converted into a corresponding equity incentive award with respect to Enbridge common shares in accordance with the Merger Agreement.
F5At the effective time of the Merger, each outstanding phantom unit denominated in the common stock of the Issuer was automatically adjusted to represent a phantom unit, on the same terms and conditions as were applicable immediately prior to the effective time of the Merger, denominated in a number 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").