Edgar Filing: Kerr, II James Y

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT 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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Kerr, II James Y

2. Issuer Name and Ticker or Trading Symbol
SOUTHERN CO [SO]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
Executive VP & General Counsel

(Last)

(First)

(Middle)

30 IVAN ALLEN JR. BLVD., NW

3. Date of Earliest Transaction (Month/Day/Year)
02/13/2019

(Street)

ATLANTA, GA 30308

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person

(City)

(State)

(Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Southern Company Common Stock ⁽¹⁾	02/13/2019		M		3,272	A	$ 0	43,734	D
Southern Company Common Stock ⁽²⁾	02/13/2019		F		1,485	D	$ 49.22	42,249	D
Southern Company Common Stock ⁽³⁾	02/13/2019		M		745	A	$ 0	42,994	D
Southern Company Common Stock ⁽²⁾	02/13/2019		F		339	D	$ 49.22	42,655	D
Southern Company Common Stock								21,164.8659	I	401K

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)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)

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)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Southern Co Restricted Stock Units ⁽³⁾

$ 0

02/13/2019

677

⁽³⁾

Southern Company Common Stock

677

$ 0 ⁽³⁾

678

Performance Restricted Stock Units ⁽⁴⁾

$ 0

02/13/2019

2,971

⁽⁴⁾

Southern Company Common Stock

2,971

$ 0 ⁽⁴⁾

2,971

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Kerr, II James Y 30 IVAN ALLEN JR. BLVD., NW ATLANTA, GA 30308			Executive VP & General Counsel

Signatures

/s/ Marcia R. DeMar, Attorney-in-Fact for James Y. Kerr II		02/15/2019
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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)	Shares acquired upon vesting of second 1/3 of performance restricted stock units granted on February 13, 2017. The Compensation and Management Succession Committee certified performance on February 13, 2018. Includes 301 accrued dividend equivalent units.
(2)	Shares withheld to satisfy required state and federal tax withholding requirements.
(3)	Restricted Stock Unit (RSU) award was granted on February 13, 2017. On February 13, 2019, 677 RSUs and 68 dividend equivalent units vested.
(4)	Represents performance restricted stock units granted on February 13, 2017. The remaining portion of the award will vest in 2020. Each performance restricted stock unit represents the right to receive, at settlement, one share of common stock. Additional units will be acquired with deemed dividends. Shares will be withheld upon vesting to satisfy tax requirements.

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