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
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Ganz Peter
2. Issuer Name and Ticker or Trading Symbol

FOSTER WHEELER AG [ FWLT ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Exec VP, General Counsel & Sec
(Last)          (First)          (Middle)

C/O FOSTER WHEELER AG., MAILING: PERRYVILLE CORPORATE PARK
3. Date of Earliest Transaction (MM/DD/YYYY)

11/12/2009
(Street)

CLINTON, NJ 08809-4000
(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

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
Employee Stock Option (Right to Buy)   $31.96   11/12/2009     A      26691       12/31/2010   (1) 12/31/2014   (1) Common Registered Shares   26691     (2) 26691   D    
Restricted Stock Units (Right to Acquire)     (3) 11/12/2009     A      11326       12/31/2010   (4) 12/31/2012   (4) Common Registered Shares   11326     (2) 11326   D    

Explanation of Responses:
( 1)  Granted pursuant to Foster Wheeler AG Omnibus Incentive Plan. Options vest as to one-third of the shares on December 31, 2010, one-third of the shares on December 31, 2011, and the remaining one-third of the shares on December 31, 2012.
( 2)  Not applicable.
( 3)  1-for-1
( 4)  Granted pursuant to Foster Wheeler AG Omnibus Incentive Plan. The restricted stock units vest as to one-third of the shares on December 31, 2010, one-third of the shares on December 31, 2011, and the remaining one-third of the shares on December 31, 2012. Upon vesting, common registered shares will be issued on a one-for-one basis.

Remarks:
On February 9, 2009, Foster Wheeler AG, a company organized under the laws of Switzerland, became the successor of Foster
Wheeler Ltd., a company organized under the laws of Bermuda pursuant to a Scheme of Arrangement under Bermuda law. The
change in corporate domicile did not alter the proportionate interests of the reporting person's holdings in the issuer.
The change in domicile transaction was effected as described in the issuer's Proxy Statement dated December 22, 2008.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Ganz Peter
C/O FOSTER WHEELER AG.
MAILING: PERRYVILLE CORPORATE PARK
CLINTON, NJ 08809-4000


Exec VP, General Counsel & Sec

Signatures
/s/ John A. Doyle, Jr., by Power of Atty. 11/16/2009
** 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).
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 control number.
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