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^*

Beyer Ruth A.

(Last)

(First)

(Middle)

PRECISION CASTPARTS CORP.

4650 SW MACADAM AVENUE, SUITE 400

(Street)

PORTLAND

97239

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PRECISION CASTPARTS CORP [ PCP ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Sr. VP & General Counsel

3. Date of Earliest Transaction (Month/Day/Year)
01/29/2016

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	01/29/2016		D		6,198.848	D	$235	0	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)
Non-Qualified Stock Option (right to buy)	$226.05	01/29/2016		D			40,000	⁽¹⁾	11/12/2024	Common Stock	40,000	$8.95	0	D
Non-Qualified Stock Option (right to buy)	$248.2	01/29/2016		D			20,000	⁽²⁾	11/13/2023	Common Stock	20,000	$0	0	D
Non-Qualified Stock Option (right to buy)	$186.77	01/29/2016		D			25,000	⁽³⁾	04/01/2023	Common Stock	25,000	$48.23	0	D
Phantom Stock	⁽⁴⁾	01/29/2016		D			1,711.022	⁽⁵⁾	⁽⁵⁾	Common Stock	1,711.022	$235	0	D

Explanation of Responses:

1. This option, which vests in four equal annual installments beginning on 11/12/2015, was canceled in the merger of the issuer and a subsidiary of Berkshire Hathaway Inc. (the "Merger") in exchange for the cash payment per share indicated in column 8, which represents the difference between the exercise price of the option and the Merger consideration of $235 per share.

2. This option, which vests in four equal annual installments beginning on 11/13/2014, was canceled in the Merger in exchange for no consideration because the exercise price of the option exceeded the Merger consideration of $235 per share.

3. This option, which vests in four equal annual installments beginning on 4/1/2014, was canceled in the Merger in exchange for the cash payment per share indicated in Column 8, which represents the difference between the exercise price of the option and the Merger consideration of $235 per share.

4. Each Phantom Stock Unit was convertible into one share of PCC common stock.

5. Phantom Stock Units were to be settled in shares of PCC common stock following the reporting person's termination of employment with PCC, but each Phantom Stock Unit is being settled in connection with the Merger for an amount equal to the Merger consideration of $235 per share.

Remarks:

	Jason A. Dalton, Attorney-in-Fact	02/01/2016
	** 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).
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