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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
FOSTER WHEELER LTD [ FWLT ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/18/2008 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 Shares | 08/18/2008 | M | 2,098 | A | $14.8375 | 14,445.4(1) | D | |||
Common Shares | 08/18/2008 | M | 194 | A | $19.92 | 14,639.4 | D | |||
Common Shares | 08/18/2008 | M | 3,962 | A | $25.05 | 18,601.4 | D | |||
Common Shares | 08/18/2008 | M | 542 | A | $28.495 | 19,143.4 | D | |||
Common Shares | 08/18/2008 | S | 6,796 | D | $46.6536(2) | 12,347.4 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Stock Option (Right to Buy) | $25.05(3) | 08/18/2008 | M | 3,962 | 12/31/2007(4) | 12/31/2011(4) | Common Shares | 3,962 | $0 | 0(3) | D | ||||
Stock Option (Right to Buy) | $14.8375(5) | 08/18/2008 | M | 2,098 | 09/30/2006(6) | 09/30/2010(6) | Common Shares | 2,098 | $0 | 0(5) | D | ||||
Stock Option (Right to Buy) | $19.92(7) | 08/18/2008 | M | 194 | 09/30/2006(8) | 09/30/2010(8) | Common Shares | 194 | $0 | 0(7) | D | ||||
Stock Option (Right to Buy) | $28.495(9) | 08/18/2008 | M | 542 | 12/31/2007(10) | 12/31/2011(10) | Common Shares | 542 | $0 | 0(9) | D |
Explanation of Responses: |
1. On January 8, 2008, Foster Wheeler Ltd. shareholders approved a 2-for-1 stock split, effective January 22, 2008, resulting in an increase in the balance of the reporting person's reported positions by 6,173.7 common shares respectively. |
2. This weighted average price reflects trades ranging from $46.63 per share to $46.70 per share. Full information regarding the number of shares sold (or purchased) at each seperated price will be provided upon request by the SEC staff, the issuer, or any security holder of the issuer. |
3. This option was previously reported as covering 1,981 shares at an exercise price of $50.10 per share, but was adjusted to reflect the 2-for-1 stock split that occured effective January 22, 2008. |
4. Granted pursuant to Foster Wheeler Ltd. Omnibus Incentive Plan. Options vest as to 100% of shares on December 31, 2007. Upon termination of service for other than cause, these stock options vest one-fifteenth every month of continuous service from October 1, 2006 through December 31, 2007. |
5. This option was previously reported as covering 1,049 shares at an exercise price of $29.675 per share, but was adjusted to reflect the 2-for-1 split that occurred effective January 22, 2008. |
6. Options granted pursuant to Foster Wheeler Ltd. 2004 Stock Option Plan. |
7. This option was previously reported as covering 97 shares at an exercise price of $39.84 per share, but was adjusted to reflect the 2-for-1 stock split that occurred effective January 22, 2008. |
8. Granted pursaunt to Foster Wheeler Ltd. Omnibus Incentive Plan. |
9. This option was previously reported as covering 271 shares at an exercise price of $56.99 per share, but was adjusted to reflect the 2-for-1 stock split that occured effective January 22, 2008. |
10. Granted pursuant to Foster Wheeler Ltd. Omnibus Incentive Plan. Options vest to 100% of shares on December 31, 2007. Upon termination of service for other than cause, these stock options vest one-tenth for every month of continuous service from March 1, 2007 through December 31, 2007. |
/s/ John A. Doyle, Jr. by power of atty. | 08/18/2008 | |
** 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. |