| 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 |
|
|||||||||||||||
| 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*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
BERRY PETROLEUM CO [ BRY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
|
3. Date of Earliest Transaction
(Month/Day/Year) 12/15/2006 | ||||||||||||||||||||||||||
|
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
| 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 | 12/15/2006 | M(15) | 5,000 | A | $32.565 | 7,000 | D | |||
| Class A Common Stock | 12/15/2006 | J | V | 14(16) | D | $0 | 3,529 | I | Held in 401(k) Plan | |
| Class A Common Stock | 12/15/2006 | F(22) | 1,931 | D | $32.565 | 5,069 | 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 | ||||||||
| Nonstatutory Stock Options | $8.07 | 12/02/2002 | 12/02/2012 | Class A Common Stock | 10,000 | 10,000 | D | ||||||||
| Nonstatutory Stock Options | $9.61 | 12/02/2003 | 12/02/2013 | Class A Common Stock | 10,000 | 10,000 | D | ||||||||
| Nonstatutory Stock Option | $14.375 | 06/16/2005 | 06/16/2014 | Class A Common Stock | 200,000 | 200,000 | D | ||||||||
| Nonstatutory Stock Option | $21.58 | 11/23/2005 | 11/23/2014 | Class A Common Stock | 130,000 | 130,000 | D | ||||||||
| Nonstatutory Stock Option | $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 | 3,017 | 3,017(2) | D | ||||||||
| Restricted Stock Unit(3) | $0 | 01/31/2010(4) | 01/31/2010(5) | Class A Common Stock | 161,300 | 161,300 | D | ||||||||
| Nonstatutory Stock Option | $32.565 | 12/15/2006(6) | A(7) | 175,000 | 12/15/2007 | 12/14/2016 | Class A Common Stock | 175,000 | $0(8) | 175,000 | D | ||||
| Restricted Stock Units(9) | $0(10) | 12/15/2006 | A(11) | 20,000 | (13) | (14) | Class A Common Stock | 20,000 | $0(12) | 20,000 | D | ||||
| Restricted Stock Units(17) | $0(18) | 12/15/2006 | M(19) | 5,000 | (20) | (21) | Class A Common Stock | 5,000 | $32.565 | 15,000 | 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. Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock |
| 4. 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. |
| 5. 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. |
| 6. Grant of Nonstatutory Stock Option (NSO) under the Company's 2005 Equity Incentive Plan in a transaction exempt under Rule 16b-3(c). Shares vest 25% per year from date of grant. |
| 7. Grant of Nonstatutory Stock Option (NSO) under the Company's 2005 Equity Incentive Plan in a transaction exempt under Rule 16b-3(c). Shares vest 25% per year from date of grant. |
| 8. Grant of Nonstatutory Stock Option (NSO) under the Company's 2005 Equity Incentive Plan in a transaction exempt under Rule 16b-3(c). Shares vest 25% per year from date of grant. |
| 9. 1 for 1 |
| 10. Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock |
| 11. Grant of Restricted Stock Unit (RSU) under the Company's 2005 Equity Incentive Plan in a transaction exempt under Rule 16b-3(c). RSUs vest 25% per year from date of grant. |
| 12. 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. |
| 13. 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. |
| 14. 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. |
| 15. Vested shares issued pursuant to Rule 16b-3 plan. |
| 16. 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. |
| 17. 1 for 1 |
| 18. Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock |
| 19. Vesting of 25% of RSUs granted 12-15-2006 |
| 20. 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. |
| 21. 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. |
| 22. Shares withheld incident to vesting of RSUs for the payment of tax liability issued in accordance with Rule 16b-3. |
| Kenneth A Olson under POA for Robert Heinemann | 12/19/2006 | |
| ** 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. | ||
| 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 Number. | ||