| FORM 4 | 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: | February 28, 2011 | | Estimated average burden | | hours per response | 0.5 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See Instruction 1(b). |
1. Name and Address of Reporting Person*
| P.O. BOX 800, 2244 WALNUT GROVE AVENUE | |
(Street)
| 2. Issuer Name and Ticker or Trading Symbol EDISON INTERNATIONAL
[EIX] | 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 |
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3. Date of Earliest Transaction (Month/Day/Year) 09/30/2009 |
4. If Amendment, Date of 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 |
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| 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 |
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 | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
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Non-qualified Stock Options (Right to Buy)
| $
33.58
| 09/30/2009 | | A | |
1,610
| | | 01/02/2019 |
Common Stock
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1,610
|
$
0
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1,610
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D
| |
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Restricted Stock Units
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| 09/30/2009 | | A | |
123
| | 01/02/2012 | 01/02/2012 |
Common Stock
|
123
|
$
0
|
1,605.1883
|
D
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| Explanation of Responses: |
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Remarks:
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| /s/ Marga Rosso, attorney-in-fact for Mark C. Clarke | 10/01/2009 |
| ** Signature of Reporting Person | Date |
| 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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| 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. |
EX-24
clarkepoa
POWER OF ATTORNEY
The undersigned hereby constitutes and appoints, Barbara E. Mathews, Paige W. R.
White, Kathleen Brennan de Jesus, Michael A. Henry, Keith J. Larson, Darla F. Forte, Marga
Rosso, and Nihal P. Perera of Edison International and/or Southern California Edison Company
("SCE"), signing singly, the undersigned's true and lawful attorney-in-fact to:
(1) prepare, execute in the undersigned's name and on the undersigned's behalf, and
submit to the U.S. Securities and Exchange Commission (the "SEC") a Form ID,
including amendments thereto, and any other documents necessary or appropriate to
obtain codes and passwords enabling the undersigned to make electronic filings
with the SEC of reports required by Section 16(a) of the Securities Exchange Act
of 1934 or any rule or regulation of the SEC;
(2) execute for and on behalf of the undersigned, in any capacity including without
limitation in the undersigned's capacity as an officer and/or director of a
company including Edison International and/or SCE, or as a trustee, beneficiary or
settlor of a trust, Forms 3, 4 and 5, and all amendments and/or supplements
thereto, in accordance with Section 16(a) of the Securities Exchange Act of 1934
and the rules thereunder;
(3) do and perform any and all acts for and on behalf of the undersigned which may be
necessary or desirable to complete and execute any such Forms 3, 4 and 5, and all
amendments and/or supplements thereto, and timely file such forms with the United
States Securities and Exchange Commission and any stock exchange or other
authority; and
(4) take any other action of any type whatsoever in connection with the foregoing
which, in the opinion of such attorney-in-fact, may be of benefit to, in the best
interest of, or legally required by, the undersigned, it being understood that the
documents executed by such attorney-in-fact on behalf of the undersigned pursuant
to this Power of Attorney shall be in such form and shall contain such terms and
conditions as such attorney-in-fact may approve in such attorney-in-fact's
discretion.
The undersigned hereby grants to each such attorney-in-fact full power and authority
to do and perform any and every act and thing whatsoever requisite, necessary or proper to
be done in the exercise of any of the rights and powers herein granted, as fully to all
intents and purposes as the undersigned might or could do if personally present, with full
power of substitution, hereby ratifying and confirming all that such attorney-in-fact, or
such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by
virtue of this Power of Attorney and the rights and powers herein granted. The undersigned
acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the
request of the undersigned, are not assuming, nor is Edison International or SCE assuming,
any of the undersigned's responsibilities to comply with Section 16 of the Securities
Exchange Act of 1934. The undersigned agrees that the foregoing attorneys-in-fact may rely
entirely on information furnished orally or in writing by me to any of them. The
undersigned also agrees to indemnify and hold harmless Edison International and SCE and the
foregoing attorneys-in-fact against any losses, claims, damages or liabilities (or actions
in these respects) that arise out of or are based upon any untrue statements or omission of
necessary facts in the information provided by me to any of them for purposes of executing,
acknowledging, delivering or filing Forms 3, 4 and 5 and all amendments and/or supplements
thereto, and agrees to reimburse such companies and the attorneys-in-fact for any legal or
other expenses reasonably incurred in connection with investigating or defending against
any such loss, claim, damage, liability or action.
This Power of Attorney shall remain in full force and effect until the undersigned is
no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of
and transactions in securities for which such forms are required to be filed including
those securities issued by Edison International and/or SCE, unless earlier revoked by the
undersigned in a signed writing delivered by registered or certified mail, return receipt
requested, to the Corporate Secretary of Edison International or SCE. Notwithstanding
anything to the contrary contained herein, upon receipt by the Corporate Secretary of
Edison International or SCE, this Power of Attorney shall supersede and replace all prior
Powers of Attorney executed by me and filed with the Edison International or SCE Corporate
Secretary appointing Edison International and/or SCE employees to file Forms 3, 4 and 5
with the United States Securities and Exchange Commission under Section 16(a) of the
Securities Exchange Act of 1934; provided, however, any indemnification and reimbursement
agreement contained therein shall survive the termination of said Powers of Attorney.
IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed
as of this 13th day of August, 2009.
/s/ Mark C. Clarke
____________________________________
Mark C. Clarke