Edgar Filing: UNS Energy Corp

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

FRANCESCONI LOUISE

2. Issuer Name and Ticker or Trading Symbol
UNS Energy Corp [UNS]

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)

88 E. BROADWAY BLVD., HQE910

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2014

(Street)

TUCSON, AZ 85701

4. If Amendment, Date Original Filed(Month/Day/Year)

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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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	08/15/2014		D		3,000	D	$ 60.25 ⁽¹⁾	0	D

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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units

⁽²⁾

08/15/2014

843.55 ⁽³⁾

⁽¹⁾

Common Stock

843.55

$ 0 ⁽⁴⁾

Restricted Stock Units

⁽²⁾

08/15/2014

999.52 ⁽³⁾

⁽¹⁾

Common Stock

999.52

$ 0 ⁽⁴⁾

Restricted Stock Units

⁽²⁾

08/15/2014

1,460.11 ⁽³⁾

⁽¹⁾

Common Stock

1,460.11

$ 0 ⁽⁴⁾

Restricted Stock Units

⁽²⁾

08/15/2014

1,456.41 ⁽³⁾

⁽¹⁾

Common Stock

1,456.41

$ 0 ⁽⁴⁾

Restricted Stock Units

⁽²⁾

08/15/2014

1,624.51 ⁽³⁾

⁽¹⁾

Common Stock

1,624.51

$ 0 ⁽⁴⁾

Restricted Stock Units

⁽²⁾

08/15/2014

2,019.09 ⁽³⁾

⁽¹⁾

Common Stock

2,019.09

$ 0 ⁽⁴⁾

Restricted Stock Units

⁽²⁾

08/15/2014

1,750.83 ⁽³⁾

⁽¹⁾

Common Stock

1,750.83

$ 0 ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FRANCESCONI LOUISE 88 E. BROADWAY BLVD. HQE910 TUCSON, AZ 85701	X

Signatures

Diana K. Durako, Attorney-in-Fact		08/15/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On August 15, 2014, FortisUS Inc., a Delaware corporation, acquired the issuer pursuant to that certain merger agreement between issuer, FortisUS Inc., Color Acquisition Sub Inc., an Arizona corporation and wholly owned subsidiary of FortisUS Inc., and solely for purposes of Section 5.5(c) and 8.15 of the merger agreement, Fortis Inc., a corporation incorporated under the Corporations Act of Newfoundland and Labrador, dated as of December 11, 2013 (the "Merger"). At the effective time of the Merger, each outstanding share of the issuer's common stock was converted into the right to receive $60.25 in cash. In addition, the restricted stock units were canceled at the effective time of the Merger in exchange for a cash payment equal to $60.25 per share, payable without interest and less any required withholding taxes.
(2)	Each restricted stock unit (RSU) represents a contingent right to receive one share of UNS Energy Corporation common stock.
(3)	The reported number of derivative securities disposed of includes shares acquired by reinvesting dividends in unreported transactions pursuant to the Company's dividend reinvestment program.
(4)	The restricted stock units were canceled at the effective time of the Merger in exchange for a cash payment equal to $60.25 per share, payable without interest and less any required witholding taxes.

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