Sec Form 4 Filing - Evans Andrew W @ SOUTHERN CO - 2020-02-11

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
Evans Andrew W
2. Issuer Name and Ticker or Trading Symbol
SOUTHERN CO [ SO]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Vice President & CFO
(Last) (First) (Middle)
30 IVAN ALLEN JR. BLVD., NW
3. Date of Earliest Transaction (MM/DD/YY)
02/11/2020
(Street)
ATLANTA, GA30308
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
Southern Company Common Stock ( 1 ) 02/11/2020 M 29,279 A $ 0 121,065 D
Southern Company Common Stock ( 2 ) 02/11/2020 F 13,392 D $ 68.59 107,673 D
Southern Company Common Stock ( 3 ) 02/11/2020 A 52,503 A $ 0 160,176 D
Southern Company Common Stock ( 2 ) 02/11/2020 F 23,812 D $ 68.59 136,364 D
Southern Company Common Stock ( 4 ) 02/11/2020 M 4,853 A $ 0 141,217 D
Southern Company Common Stock ( 2 ) 02/11/2020 F 2,202 D $ 68.59 139,015 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
Southern Co. Performance Stock Units Holding ( 5 ) $ 0 02/11/2020 M 25,114 ( 5 ) ( 5 ) Southern Company Common Stock 25,114 $ 0 0 D
Performance Restricted Stock Units ( 6 ) $ 0 02/11/2020 M 4,647 ( 6 ) ( 6 ) Southern Company Common Stock 4,647 $ 0 9,293 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Evans Andrew W
30 IVAN ALLEN JR. BLVD., NW
ATLANTA, GA30308
Executive Vice President & CFO
Signatures
/s/Marcia R. DeMar, Attorney-in-Fact for Andrew W. Evans 02/13/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Shares acquired upon vesting of final portion of performance stock units (PSU) granted on September 29, 2016. Each PSU represents the right to receive, at settlement, one share of Southern Company common stock. Includes 4,165 accrued dividend equivalent units.
( 2 )Shares withheld to satisfy required state and federal tax withholding requirements.
( 3 )Shares acquired upon vesting of performance share units under Company's Performance Share Program for the 2017-2019 award. The Compensation and Management Succession Committee certified performance on February 11, 2020. Includes accrued dividend equivalent units.
( 4 )Shares acquired upon vesting of first 1/3 of performance restricted stock units granted on February 11, 2019. The Compensation Committee and Management Succession Committee certified performance on February 11, 2020. Includes 206 accrued dividend equivalent units.
( 5 )Represents final portion of PSU award granted on September 29, 2016. A portion of the award vested on July 1, 2017, July 1, 2018 and July 1, 2019. The finalportion of the award vested based upon achievement of performance goals for the period from January 1, 2017 through December 31, 2019.
( 6 )Represents performance restricted stock units granted on February 11, 2019. The Compensation and Management Succession Committee certified performance on February 11, 2020 and the first 1/3 vested. The remaining award will vest 1/3 in 2021 and 1/3 in 2022. Each performance restricted stock unit represents the right to receive, at statement, one share of common stock. Additional units will be acquired with deemed dividends. Shares will be withheld upon vesting to satisfy tax requirements.

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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.