Statement of Changes in Beneficial Ownership (4)
05 January 2017 - 8:39AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Sullivan C James
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2. Issuer Name
and
Ticker or Trading Symbol
EMPIRE DISTRICT ELECTRIC CO
[
EDE
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
THE EMPIRE DISTRICT ELECTRIC COMPANY, 602 S. JOPLIN AVENUE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
12/31/2016
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(Street)
JOPLIN, MO 64801
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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1/3/2017
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D
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30612.663
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D
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$34.00
(4)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Phantom Stock Units
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$0
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12/31/2016
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A
(1)
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2205.882
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1/3/2017
(2)
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(3)
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Common Stock
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2205.882
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$34.00
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10034.43
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D
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Phantom Stock Units
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$0
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12/31/2016
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A
(1)
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26.15
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1/3/2017
(2)
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(3)
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Common Stock
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26.15
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$34.00
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10060.58
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D
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Phantom Stock Units
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$0
(5)
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1/3/2017
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D
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10060.58
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(5)
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(5)
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Common Stock
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10060.58
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$0
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0
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D
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Explanation of Responses:
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(
1)
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Shares of Phantom Stock Units are awarded to director pursuant to Stock Unit Plan for Directors.
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(
2)
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Shares of Phantom Stock Units are exercisable upon the earliest of this election date, retirement or death.
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(
3)
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Shares of Phantom Stock Units are exercisable upon the earliest of the election date, retirement or death and do not expire.
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(
4)
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Reflects the disposition of shares and stock units pursuant to the Agreement and Plan of Merger by and among The Empire District Electric Company (Empire), Liberty Utilities (Central) Co., and Liberty Sub Corp. (the "Merger Agreement"). Pursuant to the Merger Agreement, as of the effective date of the merger (January 1, 2017), the outstanding shares of Empire common stock were cancelled and converted automatically into the right to receive an amount in cash (without interest) equal to $34.00 per share (the "Per-Share Merger Consideration").
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(
5)
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Reflects the disposition of Phantom Stock Units pursuant to the Merger Agreement. Pursuant to the Merger Agreement, as of the effective date of the merger, the Phantom Stock Units were cancelled and converted into the right to receive an amount in cash equal to the Per-Share Merger Consideration, payment to be made at the time elected or provided pursuant to the terms and conditions of the Director Stock Unit Plan.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Sullivan C James
THE EMPIRE DISTRICT ELECTRIC COMPANY
602 S. JOPLIN AVENUE
JOPLIN, MO 64801
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X
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Signatures
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Dale W. Harrington, Attorney In Fact
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1/4/2017
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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