Anthony L Wilson Form 4 SOUTHERN / Anthony L Wilson 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^*

Wilson Anthony L

(Last) (First) (Middle)

30 IVAN ALLEN JR. BLVD., NW

(Street)

ATLANTA GA 30308

(City) (State) (Zip)

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)
Pres & CEO, Mississippi Power

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2020

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)
			Code	V	Amount	(A) or (D)	Price
Southern Company Common Stock(1)	02/11/2020		A		17,271	A	$0.00	46,461	D
Southern Company Common Stock(2)	02/11/2020		F		7,661	D	$68.59	38,800	D
Southern Company Common Stock(3)	02/11/2020		M		1,829	A	$0.00	40,629	D
Southern Company Common Stock(2)	02/11/2020		F		812	D	$68.59	39,817	D
Southern Company Common Stock								18,129.3475	I	By 401(k) Trustee

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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Performance Restricted Stock Units(4)	$0.00	02/11/2020		M			1,751	(4)	(4)	Southern Company Common Stock	1,751	$0.00	3,500	D

Explanation of Responses:

1. Shares acquired upon vesting of performance share units under Company's Performance Share Program for the 2017-2019 award. The Compensation and Management Succession Committee certified performance on February 11, 2020. Includes accrued dividend equivalent units.

2. Shares withheld to satisfy required state and federal tax withholding requirements.

3. Shares acquired upon vesting of first 1/3 of performance restricted stock units granted on February 11, 2019. The Compensation Committee and Management Succession Committee certified performance on February 11, 2020. Includes 78 accrued dividend equivalent units.

4. Represents performance restricted stock units granted on February 11, 2019. The Compensation and Management Succession Committee certified performance on February 11, 2020 and the first 1/3 vested. The remaining award will vest 1/3 in 2021 and 1/3 in 2022. Each performance restricted stock unit represents the right to receive, at statement, one share of common stock. Additional units will be acquired with deemed dividends. Shares will be withheld upon vesting to satisfy tax requirements.

Remarks:

	/s/Marcia R. DeMar, Attorney-in-Fact for Anthony L. Wilson	02/13/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* 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).
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