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 *
Hedgebeth Reginald D
  2. Issuer Name and Ticker or Trading Symbol
Spectra Energy Corp. [SE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
General Counsel
(Last)
(First)
(Middle)
5400 WESTHEIMER COURT
3. Date of Earliest Transaction (Month/Day/Year)
02/16/2016
(Street)

HOUSTON, TX 77056
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)
Code V Amount (A) or (D) Price
Common Stock 02/16/2016   M   6,841 A $ 0 120,969 D  
Common Stock 02/16/2016   F   1,872 D $ 28.49 119,097 D  

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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 V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Shares Feb 2013 (1) 02/16/2016   M     6,841 02/16/2016   (2) Common Stock 6,841 $ 0 3,109 D  
LTIP Phantom Stock Grant Feb 2016 (3) 02/16/2016   A   10,100   02/16/2019(4) 02/16/2019 Common Stock 10,100 $ 0 10,100 D  
Performance Shares Feb 2016 (1) 02/16/2016   A   17,750   02/16/2019   (2) Common Stock 17,750 $ 0 17,750 D  
Employee Stock Option (Right to Buy) Feb 2016 $ 28.4 02/16/2016   A   73,250     (5) 02/16/2026 Common Stock 73,250 $ 0 73,250 D  

Reporting Owners

Reporting Owner Name / Address Relationships
 Director  10% Owner  Officer  Other
Hedgebeth Reginald D
5400 WESTHEIMER COURT
HOUSTON, TX 77056
      General Counsel  

Signatures

 /s/Allison McHenry as Attorney-in-Fact for Reginald D. Hedgebeth   02/18/2016
**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) Converts to Common Stock on a 1-for-1 basis. The number of performance shares that vest is based on the achievement of a specified total shareholder return for Spectra Energy Corp Common Stock.
(2) Expiration date not applicable.
(3) Each share of phantom stock represents the right to receive the cash value of one share of Spectra Energy Corp Common Stock.
(4) Grant cliff vests 3 years from date of Grant.
(5) The option becomes exercisable in three equal installments beginning on February 16, 2017.

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