Sec Form 4 Filing - Capps Allen C @ 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 Capps Allen C 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) Vice President and Controller (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 7,364 ( 1 ) D 0 D Common Stock 02/27/2017 D 13,042 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 Performance Shares Feb 2015 ( 3 ) 02/27/2017 D 4,150 02/17/2018 ( 4 ) Common Stock 4,150 ( 2 ) 0 D Performance Shares Feb 2016 ( 3 ) 02/27/2017( 5 ) D 4,500 02/16/2019 ( 4 ) Common Stock 4,500 ( 2 ) 0 D LTIP Phantom Stock Grant Feb 2015 ( 6 ) 02/27/2017( 7 ) D 2,650 02/17/2018 02/17/2018 Common Stock 2,650 ( 2 ) 0 D LTIP Phantom Stock Grant Feb 2016 ( 8 ) 02/27/2017( 9 ) D 4,200 02/16/2019 02/16/2019 Common Stock 4,200 ( 2 ) 0 D LTIP Phantom Stock Grant Feb 2017 ( 10 ) 02/27/2017( 9 ) D 5,550 02/14/2020 02/14/2020 Common Stock 5,550 ( 2 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Capps Allen C 5400 WESTHEIMER COURT HOUSTON, TX77056 Vice President and Controller Signatures /s/ Annachiara Jones, attorney-in-fact 03/01/2017 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 offractional shares, in accordance with the Merger Agreement (the "Merger Consideration"). ( 3 )The number of performance shares that vest is based on the achievement of a specified total shareholder return for Spectra Energy Corp Common Stock. ( 4 )Expiration date not applicable. ( 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 acorresponding equity incentive award with respect to Enbridge common shares in accordance with the Merger Agreement. ( 6 )Each share of phantom stock represents the right to receive the cash value of one share of Spectra Energy Corp Common Stock. ( 7 )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 aswere applicable immediately prior to the effective time of the Merger, denominated in a number of Enbridge common shares in accordance with the Merger Agreement. ( 8 )Converts to Common Stock on a 1-for-1 basis. ( 9 )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 wereapplicable immediately prior to the effective time of the Merger, denominated in a number of Enbridge common shares in accordance with the Merger Agreement. ( 10 )Each phantom unit represents the economic equivalent of one share of common stock. Upon settlement, the phantom units will be settled (i) 50% in cash and (ii) 50% in shares of the Company's common stock.

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 withthe 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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