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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Phantom Stock | $ 0 | 12/31/2012 | M | 63,780.5626 | (2) | (2) | Common Stock | 63,780.5626 | (1) | 11,619.4374 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| ELLERBROOK NIEL C ONE VECTREN SQUARE P. O. BOX 209 EVANSVILLE, IN 47708 |
X | |||
| /s/Ronald E. Christian | 01/02/2013 | |
| **Signature of Reporting Person | Date |
| * | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
| ** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
| (1) | The stock unit awards vesting in 2012 were settled for cash. Each stock unit award was the economic equivalent of one share of Vectren Corporation common stock. |
| (2) | The lifting of restrictions and the application of forfeiture provisions were dependent upon performance during a measurement period from January 1, 2010 through December 31, 2012 and continued employment until December 31, 2013. In the event of retirement before the end of the Performance Period, the restrictions on the stock unit awards are to be removed upon the expiration of the Performance Period and certification by the Vectren Corporation (Company) Board of Directors Compensation and Benefits Committee (Committee) of the Company's performance. Mr. Ellerbrook retired as the CEO of the Company on May 31, 2010 and, due to retirement, received an estimated payout upon the vesting of the 2010 stock unit awards on December 31, 2012. The number of stock unit awards Mr. Ellerbrook received represents the net effect of the accumulation of dividends and the performance adjustment based on the award's Performance Criteria. Upon the certification of the performance results by the Committee in February 2013, Mr. Ellerbrook's payout will be reconciled to the extent that there is a variance between the amount paid at the end of 2012 and the final amount certified by the Committee. The stock unit awards were acquired pursuant to the Vectren Corporation At Risk Compensation Plan (Plan) and are subject to forfeiture as provided by the Plan. This grant is exempt under Section 16b-3 and was previously approved by the Committee. |