SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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* Amec Foster Wheeler plc (Last) (First) (Middle) BOOTHS PARK, CHELFORD ROAD KNUTSFORD (Street) CHESHIRE X0 WA16 8QZ (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 11/13/2014	3. Issuer Name and Ticker or Trading Symbol FOSTER WHEELER AG [ FWLT ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of Original Filed (Month/Day/Year)
			6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Registered Shares, par value CHF 3 per share	99,164,451(1)	I	By AMEC International Investments BV(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

1. Name and Address of Reporting Person* Amec Foster Wheeler plc (Last) (First) (Middle) BOOTHS PARK, CHELFORD ROAD KNUTSFORD (Street) CHESHIRE X0 WA16 8QZ (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* AMEC International Investments B.V. (Last) (First) (Middle) FACILITY POINT, MEANDER 251 (Street) ARNHEM P7 6825 MC (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Reflects shares exchanged in an exchange offer that expired at 11:59 p.m. New York City time on November 12, 2014 (4:59 a.m. London time on November 13, 2014; 5:59 a.m. Zug time on November 13, 2014). This includes 3,768,740 shares subject to notices of guaranteed delivery that were not validly delivered. Notwithstanding the foregoing, AMEC International Investments BV (the "Purchaser") reserves its rights fully under the terms of the exchange offer, including the terms of the notice of guaranteed delivery, to acquire such shares.

2. The shares are beneficially held by the Purchaser. The Purchaser is a direct wholly-owned subsidiary of Amec Foster Wheeler plc (the "Parent") and is the beneficial owner of the shares purchased in the exchange offer. The shares may also be deemed to be indirectly beneficially owned by the Parent.

	/s/ Alison Yapp, General Counsel & Company Secretary, on behalf of Amec Foster Wheeler plc	11/21/2014
	/s/ Alan Dick, director, on behalf of AMEC International Investments BV	11/21/2014
	/s/ Gert Stam, director, on behalf of AMEC International Investments BV	11/21/2014
	** 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 5 (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).
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