Statement of Changes in Beneficial Ownership (4)

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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940

1. Name and Address of Reporting Person * Hardwick M Susan	2. Issuer Name and Ticker or Trading Symbol VECTREN CORP [ VVC ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director                      _____ 10% Owner __ X __ Officer (give title below)      _____ Other (specify below) EVP & Chief Financial Officer
(Last)          (First)          (Middle) P.O. BOX 209	3. Date of Earliest Transaction (MM/DD/YYYY) 2/1/2019
(Street) EVANSVILLE, IN 47708 (City)        (State)        (Zip)	4. If Amendment, Date Original Filed (MM/DD/YYYY)	6. Individual or Joint/Group Filing (Check Applicable Line) _ X _ Form filed by One Reporting Person ___ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security (Instr. 3)	2. Trans. Date	2A. Deemed Execution Date, if any	3. Trans. 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	2/1/2019		M		32004.325	A	(1) (2)	32004.325	D
Common Stock	2/1/2019		M		33966.8279	A	(3)	65971.1529	D
Common Stock	2/1/2019		D		65971.1529	D	(4)	0.00	D

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Trans. Date	3A. Deemed Execution Date, if any	4. Trans. 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		7. Title and Amount of Securities Underlying Derivative Security (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
Phantom Stock	$0.00	2/1/2019		D			12364.832	(5)	(5)	Common Stock	12364.832	(5)	0.00	D
Phantom Stock	$0.00	2/1/2019		M		32004.325		(1) (2)	(1) (2)	Common Stock	32004.325	(1) (2)	0.00	D
Phantom Stock	$0.00	2/1/2019		A   (6)		33966.8279		(3)	(3)	Common Stock	33966.8279	$0.00	33966.8279	D
Phantom Stock	$0.00	2/1/2019		M			33966.8279	(3)	(3)	Common Stock	33966.8279	$0.00	0.00	D

Explanation of Responses:
(1)	Pursuant to the Agreement and Plan of Merger by and among Vectren Corporation, CenterPoint Energy, Inc., and Pacer Merger Sub, Inc. dated April 21, 2018 (the 'Merger Agreement'), represents the following aggregate stock unit awards acquired pursuant to the Vectren Corporation At-Risk Compensation Plan: (1) the target number of stock units dependent upon performance during a measuring period from January 1, 2016 through December 31, 2018; (2) the target number of stock units dependent upon performance during a measuring period from January 1, 2017 through December 31, 2019; (3) the target number of stock units dependent upon performance during a measuring period from January 1, 2018 through December 31, 2020; and (4) the target number of stock units dependent upon performance during a measuring period from January 1, 2019 through December 31, 2021, which have been pro-rated through the Effective Time.
(2)	Each stock unit was cancelled and converted into the right to receive $72.00 in cash at the Effective Time pursuant to the terms of the Merger Agreement. The time when Pacer Merger Sub, Inc. effectively merged with and into Vectren Corporation is referred to as the 'Effective Time.'
(3)	Represents the effect of the accumulation of dividends and the performance adjustment relating to (1) stock units dependent upon performance during a measuring period from January 1, 2016 through December 31, 2018; (2) stock units dependent upon performance during a measuring period from January 1, 2017 through December 31, 2019; and (3) stock units dependent upon performance during a measuring period from January 1, 2018 through December 31, 2020. This grant is exempt under Section 16b-3 and was previously approved by the Board of Directors. See explanation in footnote 6 to Table 2.
(4)	Represents the cancellation and conversion of the stock units noted in footnotes (1) and (3) into the right to receive $72.00 in cash at the Effective Time pursuant to the terms of the Merger Agreement.
(5)	Represents phantom stock units held in a book-entry under the non-qualified deferred compensation plan. Each phantom stock unit was deemed to be cancelled and converted into the right to receive $72.00 in cash at the Effective Time pursuant to the terms of the Merger Agreement.
(6)	Pursuant to the terms of the Merger Agreement, upon the Effective Time,(1)stock units dependent upon performance during a measuring period from January 1, 2016 through December 31, 2018 are earned based on actual performance results as determined by the Compensation Committee of the Board of Directors of Vectren Corporation;(2)stock units dependent upon performance during a measuring period from January 1, 2017 through December 31, 2019 & stock units dependent upon performance during a measuring period from January 1, 2018 through December 31, 2020 are earned based on the greater of the target level of performance or the actual level of performance based on a shortened period ending on the Effective Time as determined by the Compensation Committee of the Board of Directors of Vectren Corporation; and (3)stock units dependent upon performance during a measuring period from January 1, 2019 through December 31, 2021, are earned at the target level and pro-rated through the Effective Time.

Reporting Owners
Reporting Owner Name / Address	Relationships
	Director	10% Owner	Officer	Other
Hardwick M Susan P.O. BOX 209 EVANSVILLE, IN 47708			EVP & Chief Financial Officer

Signatures
/s/Ronald E. Christian		2/1/2019
** 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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