Statement of Changes in Beneficial Ownership (4)
February 15 2013 - 4:40PM
Edgar (US Regulatory)
FORM 4
[
X
]
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
*
Donofrio John
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2. Issuer Name
and
Ticker or Trading Symbol
SHAW GROUP INC
[
SHAW
]
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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)
See Remarks
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(Last)
(First)
(Middle)
4171 ESSEN LANE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
2/13/2013
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(Street)
BATON ROUGE, LA 70809
(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 Stock
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2/13/2013
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D
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2279
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D
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(1)
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0
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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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Employee Stock Options
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$30.65
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2/13/2013
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D
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6145
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(2)
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10/5/2019
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Common Stock
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6145
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(2)
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0
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D
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Employee Stock Options
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$30.56
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2/13/2013
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D
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22291
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(3)
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10/29/2020
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Common Stock
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22291
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(3)
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0
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D
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Restricted Stock Units
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(4)
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2/13/2013
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D
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23496
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(4)
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(4)
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Common Stock
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23496
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(4)
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0
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D
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Restricted Stock Units
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(5)
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2/13/2013
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D
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10261
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(5)
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(5)
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Common Stock
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10261
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(5)
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0
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D
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Explanation of Responses:
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(
1)
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Pursuant to the Transaction Agreement (the "Transaction Agreement"), dated as of July 30, 2012, by and among The Shaw Group Inc. ("Shaw"), Chicago Bridge & Iron Company N.V. ("CB&I"), and Crystal Acquisition Subsidiary Inc. ("Merger Subsidiary"), Merger Subsidiary merged with and into Shaw (the "Merger"), with Shaw surviving the Merger as a wholly owned subsidiary of CB&I. Upon the effective time of the Merger, each share of Shaw common stock was cancelled and extinguished and converted into the right to receive (i) $41.00 in cash, and (ii) an amount of cash in euros equal to the par value of 0.12883 shares of CB&I common stock, which cash was not actually paid, but was instead converted automatically into 0.12883 shares of CB&I common stock (the "Merger Consideration").
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(
2)
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This option, which provided for vesting in four equal installments beginning on October 5, 2010, was assumed by CB&I in the Merger and replaced with an option to purchase 5,625 shares of CB&I common stock for $33.48 per share, subject to the same vesting schedule.
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(
3)
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This option, which provided for vesting in four equal installments beginning on January 1, 2012, was assumed by CB&I in the Merger and replaced with an option to purchase 20,408 shares of CB&I common stock for $33.38 per share, subject to the same vesting schedule.
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(
4)
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Pursuant to the Transaction Agreement, at the effective time of the Merger, each restricted stock unit that is a stock-settled share unit was converted into the right to receive the Merger Consideration, less applicable tax withholdings.
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(
5)
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Pursuant to the Transaction Agreement, at the effective time of the Merger, each restricted stock unit that was granted after July 30, 2012 was converted into restricted stock units with respect to CB&I common stock.
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Remarks:
Executive Vice President, General Counsel and Corporate Secretary
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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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Donofrio John
4171 ESSEN LANE
BATON ROUGE, LA 70809
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See Remarks
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Signatures
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/s/ John Donofrio pursuant to a Power of Attorney previously filed
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2/15/2013
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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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