Edgar Filing: FANNING THOMAS A

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 ^*

FANNING THOMAS A

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)
President, CEO & Chairman

(Last)

(First)

(Middle)

30 IVAN ALLEN JR. BLVD. NW

3. Date of Earliest Transaction (Month/Day/Year)
02/11/2019

(Street)

ATLANTA, GA 30308

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Southern Company Common Stock ⁽¹⁾	02/11/2019		M		21,848	A	$ 0	161,676.4085	D
Southern Company Common Stock ⁽²⁾	02/11/2019		F		8,859	D	$ 49.24	152,817.4085	D
Southern Company Common Stock ⁽³⁾	02/11/2019		A		86,040	A	$ 0	238,857.4085	D
Southern Company Common Stock ⁽²⁾	02/11/2019		F		39,021	D	$ 49.27	199,836.4085	D
Southern Company Common Stock								10,454.0934	I	By 401(K)

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Performance Restricted Stock Units ⁽⁴⁾

$ 0

02/11/2019

20,996

⁽⁴⁾

Southern Company Common Stock

20,996

$ 0 ⁽⁴⁾

41,994

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
FANNING THOMAS A 30 IVAN ALLEN JR. BLVD. NW ATLANTA, GA 30308			President, CEO & Chairman

Signatures

/s/ Marcia R. DeMar, Attorney-in-Fact for Thomas A. Fanning		02/13/2019
^**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)	Shares acquired upon vesting of first 1/3 of performance restricted stock units granted on February 27, 2018. The Compensation and Management Succession Committee certified performance on February 11, 2019. Includes 107 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 2016-2018 award. The Compensation and Management Succession Committee certified performance on February 11, 2019. Includes accrued dividend equivalent units.
(4)	Represents performance restricted stock units granted on February 27, 2018. The Compensation and Management Succession Committee certified performance on February 11, 2019 and the first 1/3 vested. The remaining award will vest 1/3 in 2020 and 1/3 in 2021. Each performance restricted stock unit represents the right to receive, at settlement, one share of common stock. Additional units will be acquired with deemed dividends. Shares will be withheld upon vesting to satisfy tax requirements.

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