- Statement of Changes in Beneficial Ownership (4)
March 06 2012 - 6:16PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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November 30, 2011
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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(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
DUGINSKI MICHAEL
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2. Issuer Name
and
Ticker or Trading Symbol
BERRY PETROLEUM CO
[
BRY
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Exec. VP & COO
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(Last)
(First)
(Middle)
C/O BERRY PETROLEUM COMPANY, 1999 BROADWAY, SUITE 3700
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3. Date of Earliest Transaction
(MM/DD/YYYY)
3/2/2012
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(Street)
DENVER, CO 80202
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Class A Common Stock
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23463
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D
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Class A Common Stock
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13412
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I
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Held in 401(k) Plan
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Nonstatutory Stock Option 12-05-03
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$9.97
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12/5/2004
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12/5/2013
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Class A Common Stock
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20000
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20000
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D
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Nonstatutory Stock Option 11-23-04
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$21.58
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11/23/2005
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11/23/2014
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Class A Common Stock
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70000
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70000
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D
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Nonstatutory Stock Option 12-15-05
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$30.645
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12/15/2006
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12/15/2015
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Class A Common Stock
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50000
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50000
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D
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Nonstatutory Stock Option 12-15-06
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$32.565
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12/15/2007
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12/14/2016
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Class A Common Stock
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56000
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56000
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D
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2007 Restricted Stock Unit
(1)
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$
0
(2)
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12/14/2008
(3)
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12/13/2017
(4)
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Class A Common Stock
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12039
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9632
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D
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NSO 2007
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$43.61
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12/14/2008
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12/13/2017
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Class A Common Stock
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36133
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36133
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D
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2008 Restricted Stock Units
(1)
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$
0
(2)
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12/12/2009
(3)
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12/11/2018
(4)
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Class A Common Stock
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70000
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70000
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D
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2009 Restricted Stock Units
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$
0
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12/11/2010
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12/11/2019
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Class A Common Stock
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42919
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42919
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D
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Perf Based RSUs 3-16-10
(1)
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$
0
(5)
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12/31/2012
(5)
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12/31/2012
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Class A Common Stock
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18776
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18776
(6)
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D
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March 2011 Employee RSU Grant
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$
0
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3/2/2012
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3/2/2021
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Class A Common Stock
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12887
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12887
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D
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Non-Statutory Stock Option 3-2-2011 - $48.50
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$48.50
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3/2/2012
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3/2/2021
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Class A Common Stock
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14790
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14790
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D
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Perf Based RSU 3-2-2011
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$
0
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12/31/2013
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3/2/2021
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Class A Common Stock
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11275
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11275
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D
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March 2, 2012 Employee RSU Grant
(1)
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$
0
(2)
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3/2/2012
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A
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11789
(7)
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3/2/2013
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3/2/2022
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Class A Common Stock
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11789
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$
0
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11789
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D
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Non Statutory Stock Option 3-2-12
(1)
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$53.02
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3/2/2012
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A
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13914
(8)
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3/2/2013
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3/2/2022
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Class A Common Stock
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13914
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$
0
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13914
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D
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Perf Based RSUs 3-2-12
(1)
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$
0
(9)
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3/2/2012
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A
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10314
(10)
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12/31/2014
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3/2/2022
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Class A Common Stock
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10314
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$
0
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10314
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D
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Explanation of Responses:
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(
1)
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1 for 1
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(
2)
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Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock
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(
3)
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The RSU granted vest 25% per year beginning one year after grant but the receipt of shares are subject to a deferral period which is generally at least four years from grant date as per the deferral election.
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(
4)
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The RSU is subject to a deferral election. Shares of Class A Common Stock will be delivered to the reporting person as per the terms of the deferral election.
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(
5)
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Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock if certain pre-established performance factors, as set forth in the Company's Form 8-K dated March 18, 2010, are met.
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(
6)
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Per the Agreement this is the maximum number of performance based RSUs that may be received if all performance factors are achieved as outlined in the Form 8-K dated March 18, 2010.
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(
7)
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Grant of Restricted Stock Unit (RSU) under the Company's 2010 Equity Incentive Plan in a transaction exempt under Rule 16b-3(c). RSUs vest 25% per year from date of grant.
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(
8)
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Grant of Nonstatutory Stock Option (NSO) under the Company's 2010 Equity Incentive Plan in a transaction exempt under Rule 16b-3(c). Shares vest 25% per year from date of grant.
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(
9)
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Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock if certain pre-established performance factors are met.
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(
10)
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Per the Agreement this is the maximum number of performance based RSUs that may be received if all performance factors are achieved.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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DUGINSKI MICHAEL
C/O BERRY PETROLEUM COMPANY
1999 BROADWAY, SUITE 3700
DENVER, CO 80202
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Exec. VP & COO
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Signatures
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Kenneth A Olson under POA for Michael Duginski
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3/6/2012
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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