Ebel Gregory L Form 4 Spectra Energy / GREGORY L EBEL ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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

1. Name and Address of Reporting Person^*

EBEL GREGORY L

(Last)

(First)

(Middle)

5400 WESTHEIMER COURT

(Street)

HOUSTON

77056-5310

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Spectra Energy Corp. [ SE ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
02/27/2017

4. If Amendment, Date of 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

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)
Common Stock	02/27/2017		D		463,573⁽¹⁾	D	⁽²⁾	0	D
Common Stock	02/27/2017		D		1,572	D	⁽²⁾	0	I	By Spouse
Common Stock	02/27/2017		D		3,819	D	⁽²⁾	0	I	Retirement Savings Plan

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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Option to Purchase Common Stock	⁽³⁾	02/27/2017		D			412,000	⁽³⁾	⁽³⁾	Common Stock	412,000	⁽³⁾	0	D
Performance Shares Feb 2015	⁽⁴⁾	02/27/2017		D			94,000	⁽⁴⁾	⁽⁴⁾	Common Stock	94,000	⁽⁴⁾	0	D
Performance Shares Feb 2016	⁽⁵⁾	02/27/2017		D			99,800	⁽⁵⁾	⁽⁵⁾	Common Stock	99,800	⁽⁵⁾	0	D
LTIP Phantom Stock Grant Feb 2015	⁽⁶⁾	02/27/2017		D			59,350	⁽⁶⁾	⁽⁶⁾	Common Stock	59,350	⁽⁶⁾	0	D
LTIP Phantom Stock Grant Feb 2017	⁽⁶⁾	02/27/2017		D			62,550	⁽⁶⁾	⁽⁶⁾	Common Stock	62,550	⁽⁶⁾	0	D
LTIP Phantom Stock Grant Feb 2017	⁽⁶⁾	02/27/2017		D			62,550	⁽⁶⁾	⁽⁶⁾	Common Stock	62,550	⁽⁶⁾	0	D
Phantom Shares Esp	⁽⁷⁾	02/27/2017		D			1,541	⁽⁷⁾	⁽⁷⁾	Common Stock	1,541	⁽⁷⁾	0	I	By Trustee Executive Savings Plan

Explanation of Responses:

1. Includes shares acquired pursuant to dividend reinvestment.

2. At 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").

3. At 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.

4. At 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.

5. Pursuant 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.

6. At 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.

7. At the effective time of the Merger, each right to receive common stock of the Issuer or benefits measured by the value of common stock of the Issuer was automatically adjusted to represent a right to receive benefits measured by the value 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").

	/s/ Anna Jones, Attorney-in-Fact	03/01/2017
	** Signature of Reporting Person	Date
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Ebel Gregory L Form 4Spectra Energy / GREGORY L EBEL ownership change