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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Rostron Stephen (Last) (First) (Middle) C/O FOSTER WHEELER INC. 53 FRONTAGE ROAD (Street) HAMPTON NJ 08827 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FOSTER WHEELER AG [ FWLT ]	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
	3. Date of Earliest Transaction (Month/Day/Year) 11/13/2014
	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
Common Registered Shares	11/13/2014		U		1,196	D	(1)	0.00	D

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
Restricted Stock Units (Right to Acquire)	(2)	11/13/2014		U			1,937	03/08/2015(3)	03/08/2017(3)	Common Registered Shares	1,937	(4)	0.00	D
Restricted Stock Units (Right to Acquire)	(2)	11/13/2014		U			922	03/08/2014(5)	03/08/2015(5)	Common Registered Shares	922	(6)	0.00	D
Restricted Stock Units (Right to Acquire)	(2)	11/13/2014		U			1,747	03/08/2014(7)	03/08/2016(7)	Common Registered Shares	1,747	(8)	0.00	D
Restricted Stock Units (Right to Acquire)	(2)	11/13/2014		U			1,747	03/08/2015(9)	03/08/2017(9)	Common Registered Shares	1,747	(10)	0.00	D
Restricted Stock Untis (Right to Acquire)	(2)	11/13/2014		U			944	03/08/2014(11)	03/08/2016(11)	Common Registered Shares	944	(12)	0.00	D

Explanation of Responses:

1. 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.

2. 1-for-1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common registered shares.

3. 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.

4. 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

5. 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.

6. 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.

7. 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.

8. 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.

9. 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.

10. 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.

11. 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.

12. 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.

	/s/ John A. Doyle, Jr., by power of atty.	11/14/2014
	** Signature of Reporting Person	Date
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