SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
HEINEMANN ROBERT

(Last) (First) (Middle)
C/O BERRY PETROLEUM COMPANY
1999 BROADWAY, SUITE 3700

(Street)
DENVER CO 80202

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BERRY PETROLEUM CO [ BRY ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Date of Earliest Transaction (Month/Day/Year)
12/31/2010
4. If Amendment, Date of Original Filed (Month/Day/Year)
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. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction 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
Class A Common Stock 128,746 D
Class A Common Stock 12/31/2010 J 9(17) D $0 12,080 I Held in 401(k) Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
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 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: 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
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
Phantom Stock Units(1) $0 08/08/1988 08/08/1988 Class A Common Stock 3,169 3,174(2) D
Nonstatutory Stock Option 12-15-06 $32.565 12/15/2007 12/14/2016 Class A Common Stock 175,000 175,000 D
2007 Restricted Stock Unit(3) $0(4) 12/14/2008(5) 12/13/2017(6) 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(7) $0(8) 12/12/2009(9) 12/11/2018(10) Class A Common Stock 173,333 173,333 D
2009 Restricted Stock Units $0 12/11/2010 12/11/2019 Class A Common Stock 97,034 97,034 D
Perf Based RSUs 3-16-10(11) $0(12) 12/31/2012(13) 12/31/2012 Class A Common Stock 42,060 42,060(14) D
Phantom Stock Units $0(15) 12/31/2010 A 5(16) 08/08/1988 08/08/1988 Class A Common Stock 3,169 $43.7 3,174 D
Explanation of Responses:
1. 1 for 1
2. 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.
3. 1 for 1
4. Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock
5. 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.
6. 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.
7. 1 for 1
8. Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock
9. 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.
10. 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.
11. 1 for 1
12. Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock if certain pre-established performance factors, as set forth in the Company's Form 8-K dated March 18, 2010, are met.
13. Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock if certain pre-established performance factors, as set forth in the Company's Form 8-K dated March 18, 2010, are met.
14. Per the Agreement this is the maximum number of performance based RSUs that may be received if all performance factors are achieved as outlined in the Form 8-K dated March 18, 2010.
15. 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.
16. 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.
17. Changes in the number of shares of Common Stock held in the individuals 401(k) account due to required maintenance of cash position. All transactions were at market and non-discretionary.
Kenneth A Olson under POA for Robert Heinemann 01/04/2011
** 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.
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