Sec Form 4 Filing - Tumminello Peter I @ AGL RESOURCES INC - 2016-07-01

Insider filing report for Changes in Beneficial Ownership
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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
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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1. Name and Address of Reporting Person
Tumminello Peter I
2. Issuer Name and Ticker or Trading Symbol
AGL RESOURCES INC [ GAS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP & Pres., Sequent Energy
(Last) (First) (Middle)
TEN PEACHTREE PLACE
3. Date of Earliest Transaction (MM/DD/YY)
07/01/2016
(Street)
ATLANTA, GA30309
4. If Amendment, Date Original Filed (MM/DD/YY)
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 (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 07/01/2016 M 1,524.544 ( 1 ) A 24,212.088 D
Common Stock 07/01/2016 F 639 D $ 66 23,573.088 D
Common Stock 07/01/2016 M 4,065.257 ( 3 ) A 27,638.345 D
Common Stock 07/01/2016 F 1,704 D $ 66 25,934.345 D
Common Stock 07/01/2016 D 25,934.345 ( 4 ) D 0 D
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Tumminello Peter I
TEN PEACHTREE PLACE
ATLANTA, GA30309
EVP & Pres., Sequent Energy
Signatures
Barbara P. Christopher, by power of attorney 07/05/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These shares were issued pursuant to the vesting of performance-based restricted stock units (for which the value of the performance right is not tied solely to the value of an equity security of the Issuer) ("Restricted Stock Units") in accordance with the Agreement and Plan of Merger, dated as of August 23, 2015 (the "Merger Agreement") by and among AGL Resources Inc., The Southern Company and AMS Corp.
( 2 )Restricted Stock Units and restricted stock convert into common stock on a one-for-one basis in accordance with the Merger Agreement.
( 3 )These shares were issued pursuant to the vesting of restricted stock in accordance with the Merger Agreement.
( 4 )Includes 276.866 shares allocated to the reporting person's account on June 1, 2016 pursuant to a dividend reinvestment feature of the AGL Resources Inc. Direct Stock Purchase and Dividend Reinvestment Plan. Also includes 103.106 shares allocated to the reporting person's account on June 1, 2016 under the AGL Resources Inc. Employee Stock Purchase Plan.
( 5 )Disposed of pursuant to the Merger Agreement in exchange for $66.00 in cash for each share of AGL Resources Inc. common stock held immediately prior to the Effective Time of the merger, as defined in the Merger Agreement.

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