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
Expires: November 30, 2011
Estimated average burden
hours per response... 0.5
                      
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 *

Masters J Kent 		2. Issuer Name and Ticker or Trading Symbol

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

__ X __ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Executive Officer
(Last)          (First)          (Middle)

C/O FOSTER WHEELER INC., 53 FRONTAGE RD 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/11/2011
(Street)

HAMPTON, NJ 08827
(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 Registered Shared   11/11/2011     M    72922   A $ 0   72922   D    
Common Registered Shared   11/14/2011     S    33316   D $20.1481   (1) 39606   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
Employee Stock Option (Right to Buy)   $20.57   11/11/2011     A      141046       9/30/2012   (2) 11/11/2018   (2) Common Registered Shares   141046     (3) 141046   D    
Restricted Stock Units (Right to Acquire)     (4) 11/11/2011     A      83616       9/30/2012   (5) 9/30/2014   (5) Common Registered Shares   83616     (3) 83616   D    
Restricted Stock Units (Right to Acquire)     (4) 11/11/2011     A      218765       11/11/2011   (6) 9/30/2013   (6) Common Registered Shares   218765     (3) 218765   D    
Restricted Stock Units (Right to Acquire)     (4) 11/11/2011     M         72922    11/11/2011   (6) 9/30/2013   (6) Common Registered Shares   72922     (3) 145843   D    

Explanation of Responses:
( 1)  This weighted average price reflects trades in multiple transactions ranging from $19.995 per share to $20.40 per share, inclusive. Full information regarding the number of shares sold at each separate price within the range noted above will be provided upon request to the SEC staff, the issuer, or any security holder of the issuer.
( 2)  Granted pursuant to Foster Wheeler AG Omnibus Incentive Plan and pursuant to an employment agreement dated July 21, 2011. Options vest as to one-third of the shares on September 30, 2012, one-third of the shares on September 30, 2013, and the remaining one-third of the shares on September 30, 2014.
( 3)  Not applicable
( 4)  1-for-1
( 5)  Granted pursuant to Foster Wheeler AG Omnibus Incentive Plan and pursuant to an employment agreement dated July 21, 2011. The restricted stock units vest as to one-third of the shares on September 30, 2012, one-third of the shares on September 30, 2013, and the remaining one-third of the shares on September 30, 2014. Upon vesting, registered shares will be issued on a one-for-one basis.
( 6)  Granted pursuant to Foster Wheeler AG Omnibus Incentive Plan as a sign-on equity grant pursuant to an employment agreement dated July 21, 2011, as modified by the Board of Directors on November 1, 2011 (as described in a Form 8-K dated November 7, 2011.) The restricted stock units vest as to one-third of the shares immediately on the grant date, one-third of the shares on September 30, 2012, and the remaining one-third of the shares on September 30, 2013. Upon vesting, registered shares will be issued on a one-for-one basis.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Masters J Kent
C/O FOSTER WHEELER INC.
53 FRONTAGE RD
HAMPTON, NJ 08827 		X
Chief Executive Officer

Signatures
/s/ John A. Doyle, Jr., by Power of Atty. 11/15/2011
** 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.
Foster Wheeler (NASDAQ:FWLT)
Historical Stock Chart
From Jul 2024 to Aug 2024 Click Here for more Foster Wheeler Charts.
Foster Wheeler (NASDAQ:FWLT)
Historical Stock Chart
From Aug 2023 to Aug 2024 Click Here for more Foster Wheeler Charts.