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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 | 01/01/2017 | A | 17,900 | (1)(2) | (1)(2) | Common Stock | 17,900 | $ 0 | 17,900 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Schach Eric J ONE VECTREN SQUARE P.O. BOX 209 EVANSVILLE, IN 47708 |
EVP & COO | |||
| /s/Ronald E. Christian | 01/03/2017 | |
| **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 award was granted pursuant to the Vectren Corporation At Risk Compensation Plan (Plan) and is subject to forfeiture as provided by the Plan and the Plan grant agreement. The lifting of restrictions and the application of the forfeiture provisions are dependent upon performance under pre-established metrics during a measuring period from January 1, 2017 through December 31, 2019 and subject to continued employment until certification of performance, except in limited circumstances as described in the Plan and the Plan grant agreement. Upon lifting of restrictions, the grantee shall be paid for each stock unit, in cash, a value determined by calculating the average of the closing price of Vectren's common stock for the three consecutive trading days immediately preceding ten days before the certification of the performance results. |
| (2) | Certification of the performance results is expected to be no later than March 31, 2020. If the lifting of restrictions occurs prior to the performance certification date, the value of one share of Vectren's common stock on the date the restrictions lapse will be used to value each stock unit. At the time restrictions lift, if the grantee is not then in compliance with the company's share ownership guidelines, the value of each stock unit shall be paid to the grantee in one unrestricted share of Vectren's common stock. Dividends paid during the restriction period shall accrue as additional stock units and are subject to forfeiture. This acquisition was approved in accordance with Rule 16b-3. |