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*
FERRAIOLI BRIAN K
(Last) (First) (Middle)
4171 ESSEN LANE
(Street)
BATON ROUGE LA 70809
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
SHAW GROUP INC [ SHAW ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
(See Remarks)
3. Date of Earliest Transaction (Month/Day/Year)
01/01/2013
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 Stock 01/01/2013 M 8,091 A $0.00 72,691 D
Common Stock 01/01/2013 M 6,629 A $0.00 79,320 D
Common Stock 01/01/2013 M 6,028 A $0.00 85,348 D
Common Stock 01/01/2013 F 7,468 D $46.61 77,880 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
Employee Stock Option (Right to Buy) $48.99 08/01/2008(1) 08/01/2017 Common Stock 21,231 21,231 D
Employee Stock Option (Right to Buy) $67.19 01/01/2009(1) 12/07/2017 Common Stock 15,347 15,347 D
Employee Stock Option (Right to Buy) $17.89 01/01/2010(1) 10/31/2018 Common Stock 53,097 53,097 D
Employee Stock Option (Right to Buy) $27.79 01/01/2011(1) 10/29/2019 Common Stock 43,914 43,914 D
Employee Stock Option (Right to Buy) $30.56 01/01/2012(1) 10/29/2020 Common Stock 48,243 48,243 D
Restricted Stock Units(2) $0.00 01/01/2013 M 8,091 01/01/2010 (3) Common Stock 8,091 (4) 0 D
Restricted Stock Units(2) $0.00 01/01/2013 M 6,629 01/01/2011 (3) Common Stock 6,629 (5) 6,629 D
Restricted Stock Units(2) $0.00 01/01/2013 M 6,028 01/01/2012 (3) Common Stock 6,028 (6) 12,056 D
Restricted Stock Units(2) $0.00 11/01/2012(7) (3) Common Stock 10,036 20,072 D
Restricted Stock Units(2) $0.00 10/22/2013(8) (3) Common Stock 16,655 16,655 D
Explanation of Responses:
1. The options vest in four (4) equal annual installments beginning on the date indicated in this column.
2. Each restricted stock unit represents a contingent right to receive, at the Issuer's discretion, either one share of the Issuer's no par value common stock or a cash payment equal to the fair market value per share of the Issuer's no par value common stock on the vesting date multiplied by the number of restricted stock units that become vested on the vesting date.
3. The restricted stock units do not have an expiration date.
4. The restricted stock units (RSUs) vest in four (4) equal annual installments beginning on January 1, 2010.
5. The restricted stock units (RSUs) vest in four (4) equal annual installments beginning on January 1, 2011.
6. The restricted stock units (RSUs) vest in four (4) equal annual installments beginning on January 1, 2012.
7. The restricted stock units vest in three (3) annual installments commencing on November 1, 2012, with 33% vesting on November 1, 2012 and November 1, 2013, and 34% vesting on November 1, 2014.
8. The restricted stock units (RSUs) vest in three (3) equal annual installments beginning on the date indicated in this column.
Remarks:
Relationship of Reporting Person(s) to Issuer: Executive Vice President and Chief Financial Officer
/s/ Brian K. Ferraioli, pursuant to a Power of Attorney filed previously 01/03/2013
** 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.