Sec Form 4 Filing - REDDY J PATRICK @ Spectra Energy Corp. - 2017-02-27

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 REDDY J PATRICK 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) Chief Financial Officer (Last) (First) (Middle) 5400 WESTHEIMER COURT 3. Date of Earliest Transaction (MM/DD/YY) 02/27/2017 (Street) HOUSTON, TX77056 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 02/27/2017 D 124,255 ( 1 ) D 0 D Common Stock 02/27/2017 D 14,285 D 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 (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 Option to Purchase Common Stock ( 3 ) 02/27/2017 D 98,550 ( 3 ) ( 3 ) Common Stock 98,550 ( 3 ) 0 D Performance Shares Feb 2015 ( 4 ) 02/27/2017 D 22,500 ( 4 ) ( 4 ) Common Stock 22,500 ( 4 ) 0 D Performance Shares Feb 2016 ( 5 ) 02/27/2017 D 23,850 ( 5 ) ( 5 ) Common Stock 23,850 ( 5 ) 0 D LTIP Phantom Stock Grant Feb 2015 ( 6 ) 02/27/2017 D 14,200 ( 6 ) ( 6 ) Common Stock 14,200 ( 6 ) 0 D LTIP Phantom Stock Grant Feb 2016 ( 6 ) 02/27/2017 D 13,550 ( 6 ) ( 6 ) Common Stock 13,550 ( 6 ) 0 D LTIP Phantom Stock Grant Feb 2017 ( 6 ) 02/27/2017 D 14,950 ( 6 ) ( 6 ) Common Stock 14,950 ( 6 ) 0 D LTIP Phantom Stock Grant Feb 2017 ( 6 ) 02/27/2017 D 14,950 ( 6 ) ( 6 ) Common Stock 14,950 ( 6 ) 0 D Phantom Shares Esp ( 7 ) 02/27/2017 D 97,771 ( 7 ) ( 7 ) Common Stock 97,771 ( 7 ) 0 I By Trustee Executive Savings Plan

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other REDDY J PATRICK 5400 WESTHEIMER COURT HOUSTON, TX77056 Chief Financial Officer Signatures /s/ Anna Jones, Attorney-in-Fact 02/28/2017 Signature of Reporting Person Date

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 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").

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).

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