SEC FORM 4

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^*

Berto Marcus V

(Last)

(First)

(Middle)

1100 MILWAUKEE AVENUE

P. O. BOX 500

(Street)

SOUTH MILWAUKEE

53172-0500

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BUCYRUS INTERNATIONAL INC [ BUCY ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director		10% Owner
Officer (give title below)	X	Other (specify below)
		Senior Vice President

3. Date of Earliest Transaction (Month/Day/Year)
07/08/2011

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	07/08/2011		D		400	D	⁽¹⁾	0	D
Common Stock	07/08/2011		D		600	D	⁽¹⁾	0	D
Common Stock	07/08/2011		D		17,000	D	⁽¹⁾	0⁽²⁾	D
Common Stock	07/08/2011		D		3,850	D	⁽¹⁾	0⁽²⁾	D
Common Stock	07/08/2011		D		11,800	D	⁽¹⁾	0⁽²⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Appreciation Rights	$59.48	07/08/2011		D			14,350	⁽³⁾	02/23/2020	Common Stock	14,350	⁽⁴⁾	0	D
Stock Appreciation Rights	$13.52	07/08/2011		D			69,100	⁽⁵⁾	02/24/2019	Common Stock	69,100	⁽⁴⁾	0	D
Stock Appreciation Rights	$34.185	07/08/2011		D			2,400	⁽⁶⁾	08/07/2017	Common Stock	2,400	⁽⁴⁾	0	D
Stock Appreciation Rights	$28.52	07/08/2011		D			1,400	⁽⁶⁾	02/21/2017	Common Stock	1,400	⁽⁴⁾	0	D

Explanation of Responses:

1. Shares of Common Stock were converted into the right to receive $92.00 per share pursuant to an Agreement and Plan of Merger, dated November 14, 2010, by and among Bucyrus International, Inc., Caterpillar Inc. and Badger Merger Sub, Inc. (the "Merger Consideration").

2. Prior to consummation of the merger, each outstanding share of restricted stock became fully vested and free of restrictions, and was converted into the Merger Consideration.

3. Prior to consummation of the merger, the stock appreciation rights would have vested 10%, 15%, 25% and 50%, respectively, on December 31, 2010, 2011, 2012 and 2013.

4. The stock appreciation rights were canceled in the merger and the reporting person became entitled to receive a cash payment equal to the product of (i) the number of shares of common stock subject to such stock appreciation right and (ii) the amount, if any, by which $92.00 exceeds the exercise price per share of such stock appreciation right.

5. Prior to consummation of the merger, the stock appreciation rights would have vested 10%, 15%, 25% and 50%, respectively, on December 31, 2009, 2010, 2011 and 2012.

6. The stock appreciation rights became fully vested on December 31, 2010.

	/s/Marcus V. Berto	07/12/2011
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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