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*
CHAPMAN DAVID L SR

(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)
01/08/2013
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 01/08/2013 M 28,964 A $17.89 48,639 D
Common Stock 01/08/2013 M 18,820 A $27.79 67,459 D
Common Stock 01/08/2013 M 20,675 A $30.56 88,134 D
Common Stock 01/08/2013 S 3,200 D $46.73 84,934 D
Common Stock 01/08/2013 S 700 D $46.735 84,234 D
Common Stock 01/08/2013 S 27,511 D $46.74 56,723 D
Common Stock 01/08/2013 S 300 D $46.7412 56,423 D
Common Stock 01/08/2013 S 2,260 D $46.745 54,163 D
Common Stock 01/08/2013 S 100 D $46.7406 54,063 D
Common Stock 01/08/2013 S 100 D $46.7407 53,963 D
Common Stock 01/08/2013 S 7,000 D $46.72 46,963 D
Common Stock 01/08/2013 S 400 D $46.71 46,563 D
Common Stock 01/08/2013 S 4,225 D $46.76 42,338 D
Common Stock 01/08/2013 S 7,501 D $46.75 34,837 D
Common Stock 01/08/2013 S 200 D $46.7475 34,637 D
Common Stock 01/08/2013 S 100 D $46.7529 34,537 D
Common Stock 01/08/2013 S 103 D $46.7422 34,434 D
Common Stock 01/08/2013 S 200 D $46.7416 34,234 D
Common Stock 01/08/2013 S 300 D $46.7483 33,934 D
Common Stock 01/08/2013 S 100 D $46.742 33,834 D
Common Stock 01/08/2013 S 10,375 D $46.77 23,459 D
Common Stock 01/08/2013 S 11,700 D $46.78 11,759 D
Common Stock 01/08/2013 S 9,059 D $46.79 2,700 D
Common Stock 01/08/2013 S 2,000 D $46.8 700 D
Common Stock 01/08/2013 S 200 D $46.795 500 D
Common Stock 01/08/2013 S 200 D $46.7909 300 D
Common Stock 01/08/2013 S 300 D $46.792 0 D
Common Stock 2,482 I By Spouse
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) $67.19 01/01/2009(1) 12/07/2017 Common Stock 17,265 17,265 D
Employee Stock Option (Right to Buy) $17.89 01/08/2013 M 28,964 01/01/2010 10/31/2018 Common Stock 28,964 (2) 0 D
Employee Stock Option (Right to Buy) $27.79 01/08/2013 M 18,820 01/01/2011 10/29/2019 Common Stock 18,820 (3) 9,410 D
Employee Stock Option (Right to Buy) $30.56 01/08/2013 M 20,675 01/01/2012 10/29/2020 Common Stock 20,675 (4) 20,676 D
Restricted Stock Units(5) $0.00 01/01/2011(6) (7) Common Stock 5,682 5,682 D
Restricted Stock Units(5) $0.00 01/01/2012(6) (7) Common Stock 10,334 10,334 D
Restricted Stock Units(5) $0.00 11/01/2012(8) (7) Common Stock 17,204 17,204 D
Restricted Stock Units $0.00 10/22/2013(9) (7) Common Stock 14,276 14,276 D
Explanation of Responses:
1. The options vest in four (4) equal annual installments beginning on the date indicated in this column.
2. The options vest in four (4) equal annual installments beginning on January 1, 2010.
3. The options vest in four (4) equal annual installments beginning on January 1, 2011.
4. The options vest in four (4) equal annual installments beginning on January 1, 2012.
5. 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.
6. The restricted stock units (RSUs) vest in four (4) equal annual installments beginning on the date indicated in this column.
7. The restricted stock units have no expiration date.
8. 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.
9. 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: President of Fabrication and Manufacturing Group
/s/ David L. Chapman, Sr., pursuant to a Power of Attorney 01/10/2013
** 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.