NISOURCE INC. - Director's Dealing 2014

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: NISOURCE INC/DE (NI)
CIK: 0001111711
Period of Report: 2014-02-18

Reporting Person: KETTERING GLEN L (Sr VP & Interim Group CEO)

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2014-02-18	Common Stock	A	3013	$35.30	Acquired	133294.052	Direct
2014-02-18	Common Stock	F	9088	$35.30	Disposed	124206.052	Direct

Security	Shares	Ownership
Common Stock	42514.8835	Indirect

Security	Exercise Price	Expiration	Underlying	Shares	Ownership
Phantom Stock	$0		Common Stock (44243)	44243	Direct

F1: Additional shares acquired due to the performance adjustment of performance shares granted in 2011.

F2: Shares reported represent actual withholding to satisfy tax withholding obligations in connection with vesting of 2011 performance awards.

F3: The phantom stock units are to be settled following the reporting person's retirement or other termination.