Statement of Changes in Beneficial Ownership (4)
November 14 2014 - 6:18AM
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
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Rostron Stephen
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2. Issuer Name
and
Ticker or Trading Symbol
FOSTER WHEELER AG
[
FWLT
]
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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)
VP & Chief Corp Comp Officer
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(Last)
(First)
(Middle)
C/O FOSTER WHEELER INC., 53 FRONTAGE ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
11/13/2014
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(Street)
HAMPTON, NJ 08827
(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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Common Registered Shares
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11/13/2014
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U
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1196.00
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D
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(1)
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0.00
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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. 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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Restricted Stock Units (Right to Acquire)
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(2)
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11/13/2014
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U
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1937.00
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3/8/2015
(3)
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3/8/2017
(3)
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Common Registered Shares
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1937.00
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(4)
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0.00
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D
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Restricted Stock Units (Right to Acquire)
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(2)
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11/13/2014
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U
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922.00
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3/8/2014
(5)
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3/8/2015
(5)
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Common Registered Shares
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922.00
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(6)
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0.00
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D
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Restricted Stock Units (Right to Acquire)
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(2)
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11/13/2014
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U
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1747.00
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3/8/2014
(7)
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3/8/2016
(7)
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Common Registered Shares
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1747.00
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(8)
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0.00
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D
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Restricted Stock Units (Right to Acquire)
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(2)
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11/13/2014
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U
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1747.00
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3/8/2015
(9)
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3/8/2017
(9)
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Common Registered Shares
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1747.00
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(10)
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0.00
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D
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Restricted Stock Untis (Right to Acquire)
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(2)
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11/13/2014
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U
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944.00
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3/8/2014
(11)
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3/8/2016
(11)
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Common Registered Shares
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944.00
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(12)
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0.00
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D
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Explanation of Responses:
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(
1)
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The reporting person received (as per such person's election) for each common registered share of Foster Wheeler AG tendered to AMEC plc ("AMEC"): (i) $32.00 in cash or (ii) 1.7996 AMEC securities, in the form of AMEC ordinary shares, par value (pound)0.50 per share ("AMEC Shares"), or American Depositary Shares representing such number of AMEC Shares ("AMEC ADSs"), subject in each case to proration and less any taxes required to be withheld.
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(
2)
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1-for-1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common registered shares.
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(
3)
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Granted on March 5, 2014 pursuant to the Foster Wheeler AG Omnibus Incentive Plan. Restricted stock units were to vest as to one-third of the shares on March 8, 2015, one-third of the shares on March 8, 2016 and the remaining one-third of the shares on March 8, 2017.
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(
4)
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This derivative security was replaced with a restricted stock unit award for AMEC Shares in accordance with the exchange ratio set forth in the Implementation Agreement by and between Foster Wheeler AG and AMEC, dated February 13, 2014 (as amended from time to time, the "Implementation Agreement") which will vest as to one-third of the shares on March 8, 2015, one-third of the shares on March 8, 2016 and the remaining one-third of the shares on March 8, 2017. Upon vesting, AMEC Shares will be issued on a one-for-one basis
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(
5)
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Granted on August 29, 2013 pursuant to the Foster Wheeler AG Omnibus Incentive Plan. Restricted stock units were to vest as to the remaining shares on March 8, 2015.
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(
6)
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This derivative security was replaced with a restricted stock unit award for AMEC Shares in accordance with the exchange ratio set forth in the Implementation Agreement, which will vest as to the remaining shares on March 8, 2015. Upon vesting, AMEC Shares will be issued on a one-for-one basis.
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(
7)
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Granted on August 29, 2013 pursuant to the Foster Wheeler AG Omnibus Incentive Plan. Restricted stock units were to vest as to the remaining shares, one-half of the shares on March 8, 2015 and the remaining one-half of the shares on March 8, 2016.
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(
8)
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This derivative security was replaced with a restricted stock unit award for AMEC Shares in accordance with the exchange ratio set forth in the Implementation Agreement, which will vest as to the one-half of the remaining shares on March 8, 2015, and the remaining one-half of the shares on March 8, 2016. Upon vesting, AMEC Shares will be issued on a one-for-one basis.
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(
9)
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Granted on August 29, 2013 pursuant to the Foster Wheeler AG Omnibus Incentive Plan. Restricted stock units were to vest as to one-third of the shares on March 8, 2015, one-third of the shares on March 8, 2016 and the remaining one-third of the shares on March 8, 2017.
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(
10)
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This derivative security was replaced with a restricted stock unit award for AMEC Shares in accordance with the exchange ratio set forth in the Implementation Agreement, which will vest as to one-third of the shares on March 8, 2015, one-third of the shares on March 8, 2016 and the remaining one-third of the shares on March 8, 2017. Upon vesting, AMEC Shares will be issued on a one-for-one basis.
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(
11)
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Granted on August 29, 2013 pursuant to the Foster Wheeler AG Omnibus Incentive Plan. Restricted stock units were to vest as to the remaining shares, one-half of the shares on March 8, 2015 and the remaining one-half of the shares on March 8, 2016.
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(
12)
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This derivative security was replaced with a restricted stock unit award for AMEC Shares in accordance with the exchange ratio set forth in the Implementation Agreement, which will vest as to the one-half of the remaining shares on March 8, 2015, and the remaining one-half of the shares on March 8, 2016. Upon vesting, AMEC 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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Rostron Stephen
C/O FOSTER WHEELER INC.
53 FRONTAGE ROAD
HAMPTON, NJ 08827
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VP & Chief Corp Comp Officer
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Signatures
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/s/ John A. Doyle, Jr., by power of atty.
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11/14/2014
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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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