Sec Form 4 Filing - HOLTON EARL D @ CMS ENERGY CORP - 2006-04-01

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
HOLTON EARL D
2. Issuer Name and Ticker or Trading Symbol
CMS ENERGY CORP [ CMS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
ONE ENERGY PLAZA
3. Date of Earliest Transaction (MM/DD/YY)
04/01/2006
(Street)
JACKSON, MI49201
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 16,450 D
Common Stock 1,445 I By Donnalee Holton Trust
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
PSU-Director Deferred Comp ( 1 ) 04/01/2006( 2 ) 04/01/2006 J 437 ( 4 ) ( 5 ) Common Stock 437 $ 12.94 ( 3 ) 18,977 I Phantom Stock Units held in the Directors' Deferred Compensation Plan
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
HOLTON EARL D
ONE ENERGY PLAZA
JACKSON, MI49201
X
Signatures
Catherine M. Reynolds, Attny-in-Fact 03/26/2007
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These units are considered phantom stock held pursuant to the Directors' Deferred Compensation Plan of CMS Energy and were acquired on various dates during the second quarter of 2006 at prices ranging from $12.90 to $13.29 per share ($12.94 was the price per share at the end of the quarter). Such deferred income will be paid in cash in five annual installments commencing in the January following Mr. Holton's termination of service on the Board, based on the price of the CMS Common Stock at those times.
( 2 )Mr. Holton's acquisition of phantom stock units in the Directors' Deferred Compensation Plan for the second quarter of 2006 was inadvertently not reported. This form corrects that error.
( 3 )See footnote 1.
( 4 )See footnote 1.
( 5 )See footnote 1.

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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