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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) |
7. Title and Amount of Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Nonstatutory Stock Options 12-2-02 | $ 8.07 | 12/02/2002 | 12/02/2012 | Class A Common Stock | 10,000 | 10,000 | D | ||||||||
| Nonstatutory Stock Options 12-2-03 | $ 9.61 | 12/02/2003 | 12/02/2013 | Class A Common Stock | 10,000 | 10,000 | D | ||||||||
| Nonstatutory Stock Option 6-16-04 | $ 14.375 | 06/16/2005 | 06/16/2014 | Class A Common Stock | 200,000 | 200,000 | D | ||||||||
| Nonstatutory Stock Option 11-23-04 | $ 21.58 | 11/23/2005 | 11/23/2014 | Class A Common Stock | 130,000 | 130,000 | D | ||||||||
| Nonstatutory Stock Option 12-15-05 | $ 30.645 | 12/15/2006 | 12/15/2015 | Class A Common Stock | 150,000 | 150,000 | D | ||||||||
| 2005 Restricted Stock Units (1) | $ 0 (2) | 12/15/2006(3) | 12/14/2014(4) | Class A Common Stock | 5,000 | 5,000 | D | ||||||||
| Restricted Stock Unit | $ 0 (5) | 01/31/2010(6) | 06/22/2016(7) | Class A Common Stock | 161,300 | 161,300 | D | ||||||||
| Nonstatutory Stock Option 12-15-06 | $ 32.565 | 12/15/2007 | 12/14/2016 | Class A Common Stock | 175,000 | 175,000 | D | ||||||||
| 2006 Restricted Stock Units (8) | $ 0 (9) | 12/15/2007(10) | 12/14/2016(11) | Class A Common Stock | 10,000 | 10,000 | D | ||||||||
| 2007 Restricted Stock Unit (12) | $ 0 (13) | 12/14/2008(14) | 12/13/2017(15) | Class A Common Stock | 29,810 | 29,810 | D | ||||||||
| NSO 2007 | $ 43.61 | 12/14/2008 | 12/13/2017 | Class A Common Stock | 89,470 | 89,470 | D | ||||||||
| 2008 Restricted Stock Units (16) | $ 0 (17) | 12/12/2009(18) | 12/11/2018(19) | Class A Common Stock | 173,333 | 173,333 | D | ||||||||
| Phantom Stock Units (20) | $ 0 | 12/31/2008 | A | 30 | 08/08/1988 | 08/08/1988 | Class A Common Stock | 3,063 | $ 7.56 | 3,093 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| HEINEMANN ROBERT 5201 TRUXTUN AVE., SUITE 300 BAKERSFIELD, CA 93309 |
President and CEO | |||
| Kenneth A Olson under POA for Robert Heinemann | 01/07/2009 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | 1 for 1 |
| (2) | Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock |
| (3) | The restricted stock units vests in four equal annual installments beginning December 15, 2006. Shares of Class A Common Stock will be delivered to the reporting person at the time of vesting. |
| (4) | The restricted stock units vests in four equal annual installments beginning December 15, 2006. Shares of Class A Common Stock will be delivered to the reporting person at the time of vesting. |
| (5) | Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock |
| (6) | The restricted stock units vest in one installment on January 31, 2010 provided the reporting person continues to serve as the CEO of the Company on such date, or earlier on certain conditions. |
| (7) | The restricted stock units vest in one installment on January 31, 2010 provided the reporting person continues to serve as the CEO of the Company on such date, or earlier on certain conditions. |
| (8) | 1 for 1 |
| (9) | Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock |
| (10) | The restricted stock units vests in four equal annual installments beginning December 15, 2007. Shares of Class A Common Stock will be delivered to the reporting person at the time of vesting. |
| (11) | The restricted stock units vests in four equal annual installments beginning December 15, 2007. Shares of Class A Common Stock will be delivered to the reporting person at the time of vesting. |
| (12) | 1 for 1 |
| (13) | Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock |
| (14) | The RSU granted vest 25% per year beginning one year after grant but the receipt of shares are subject to a deferral period which is generally at least four years from grant date as per the deferral election. |
| (15) | The RSU is subject to a deferral election. Shares of Class A Common Stock will be delivered to the reporting person as per the terms of the deferral election. |
| (16) | 1 for 1 |
| (17) | Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock |
| (18) | The RSU granted vest 25% per year beginning one year after grant but the receipt of shares are subject to a deferral period which is generally at least four years from grant date as per the deferral election. |
| (19) | The RSU is subject to a deferral election. Shares of Class A Common Stock will be delivered to the reporting person as per the terms of the deferral election. |
| (20) | Phantom Stock Units acquired under the Company's Non-Employee Director Deferred Compensation Plan in a transaction exempt under Rule 16b-3(c). Shares of Common Stock are issued under terms of the Plan upon resignation from the board of directors. |
| (21) | Shares of Common Stock acquired by the reporting person in the Company's 401(k) Plan. All transactions were at market and were non-discretionary. |
| Remarks: This amended Form 4 is being filed to show the correct shares and RSU's held at 12-31-2008 after filing the Form 4 on 1-7-2009 for the RSU's vesting on 12-15-2008. | |