- Initial Statement of Beneficial Ownership (3)
May 05 2011 - 8:05AM
Edgar (US Regulatory)
FORM 3
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0104
Expires:
February 28, 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(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Nield Jonathan C.
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2. Date of Event Requiring Statement (MM/DD/YYYY)
5/2/2011
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3. Issuer Name
and
Ticker or Trading Symbol
FOSTER WHEELER AG [FWLT]
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(Last)
(First)
(Middle)
C/O FOSTER WHEELER INC., 53 FRONTAGE ROAD
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4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
_____ Director
_____ 10% Owner
___
X
___ Officer (give title below)
_____ Other (specify below)
VP - Project Risk Mgmt Grp /
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(Street)
HAMPTON, NJ 08827
(City)
(State)
(Zip)
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5. 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 Beneficially Owned
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1.Title of Security
(Instr. 4)
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2. Amount of Securities Beneficially Owned
(Instr. 4)
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3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)
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4. Nature of Indirect Beneficial Ownership
(Instr. 5)
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Common Registered Shares
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616.00
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D
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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. 4)
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2. Date Exercisable and Expiration Date
(MM/DD/YYYY)
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3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)
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4. Conversion or Exercise Price of Derivative Security
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5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)
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6. Nature of Indirect Beneficial Ownership
(Instr. 5)
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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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Employee Stock Option (Right to Buy)
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12/31/2008
(1)
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12/31/2012
(1)
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Common Registered Shares
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2118
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$65.62
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D
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Employee Stock Option (Right to Buy)
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12/31/2010
(2)
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12/31/2014
(2)
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Common Registered Shares
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2765
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$31.96
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D
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Employee Stock Option (Right to Buy)
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12/31/2009
(3)
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12/31/2013
(3)
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Common Registered Shares
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1987
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$21.43
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D
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Employee Stock Option (Right to Buy)
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3/8/2012
(4)
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3/8/2018
(4)
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Common Registered Shares
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2286
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$35.20
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D
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Employee Stock Option (Right to Buy)
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12/31/2008
(1)
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12/31/2012
(1)
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Common Registered Shares
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1050
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$67.55
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D
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Restricted Stock Units (Right to Acquire)
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3/8/2012
(5)
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3/8/2014
(5)
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Common Registered Shares
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1065
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(6)
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D
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Restricted Stock Units (Right to Acquire)
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12/31/2010
(7)
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12/31/2012
(7)
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Common Registered Shares
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782
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(6)
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D
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Restricted Stock Units (Right to Acquire)
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12/31/2009
(8)
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12/31/2011
(8)
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Common Registered Shares
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439
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(6)
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D
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Explanation of Responses:
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(
1)
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Granted pursuant to Foster Wheeler Omnibus Incentive Plan. Options vest as to one-third of the shares on December 31, 2008,
one-third of the shares on December 31, 2009, and the remaining one-third of the shares on December 31, 2010.
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(
2)
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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.
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(
3)
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Granted pursuant to Foster Wheeler Omnibus Incentive Plan. Options vest as to one-third of the shares on December 31, 2009,
one-third of the shares on December 31, 2010, and the remaining one-third of the shares on December 31, 2011.
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(
4)
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Granted pursuant to Foster Wheeler AG Omnibus Incentive Plan. Options vest as to one-third of the shares on March 8, 2012,
one-third of the shares on March 8, 2013, and the remaining one-third of the shares on March 8, 2014.
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(
5)
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Granted pursuant to Foster Wheeler AG Omnibus Incentive Plan. The restricted stock units vest as to one-third of the shares
on March 8, 2012, one-third of the shares on March 8, 2013, and the remaining one-third of the shares on March 8, 2014. Upon
vesting, registered shares will be issued on a one-for-one basis.
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(
6)
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1-for-1
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(
7)
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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, registered shares will be issued on a one-for-one basis.
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(
8)
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Granted pursuant to Foster Wheeler Omnibus Incentive Plan. The restricted stock units vest as to one-third of the shares on
December 31, 2009, one-third of the shares on December 31, 2010, and the remaining one-third of the shares on December 31,
2011. Upon vesting, registered shares will be issued on a one-for-one basis.
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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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Nield Jonathan C.
C/O FOSTER WHEELER INC.
53 FRONTAGE ROAD
HAMPTON, NJ 08827
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VP - Project Risk Mgmt Grp
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Signatures
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/s/ John A. Doyle, Jr., by power of atty.
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5/5/2011
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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 5(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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