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^*

MCALISTER ALBERT

(Last)

(First)

(Middle)

4171 ESSEN LANE

(Street)

BATON ROUGE

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/18/2012

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	01/18/2012		M		472	A	$0.00	3,571⁽¹⁾	D
Common Stock								2,500	I	By Gayle McAlister⁽²⁾
Common Stock								3,000	I	By A. Dial McAlister Limited Partnership⁽³⁾
Common Stock								27,764	I	By Camille McAlister Trust⁽⁴⁾
Common Stock								7,900	I	By Albert McAlister 2001 Charitable Remainder Unitrust⁽⁵⁾
Common Stock								5,000	I	By Albert McAlister 2008 Charitable Remainder Unitrust⁽⁵⁾
Common Stock								92,169	I	By Albert McAlister Revocable Trust⁽⁵⁾

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 Option (Right to Buy)	$20.46							01/25/2003	01/25/2012	Common Stock	0		0	D
Stock Option (Right to Buy)	$13.94							01/24/2004	01/24/2013	Common Stock	1,500		1,500	D
Stock Option (Right to Buy)	$11.54							02/02/2005	02/02/2014	Common Stock	1,500		1,500	D
Stock Option (Right to Buy)	$16.11							01/24/2006	01/24/2015	Common Stock	1,500		1,500	D
Stock Option (Right to Buy)	$35.1							01/27/2006	01/27/2016	Common Stock	828		828	D
Stock Option (Right to Buy)	$35.1							01/27/2007	01/27/2016	Common Stock	1,069		1,069	D
Stock Option (Right to Buy)	$33.83							01/30/2008	01/30/2017	Common Stock	1,109		1,109	D
Stock Option (Right to Buy)	$55.57							01/29/2009	01/29/2018	Common Stock	1,922		1,922	D
Stock Option (Right to Buy)	$29.39							01/28/2010	01/28/2019	Common Stock	2,405		2,405	D
Stock Option (Right to Buy)	$30.17							01/27/2011	01/27/2020	Common Stock	2,094		2,094	D
Stock Option (Right to Buy)	$38.59							01/18/2012⁽⁶⁾	01/18/2021	Common Stock	2,060		2,060	D
Restricted Stock Units⁽⁷⁾	$0.00							01/29/2009⁽⁸⁾	⁽⁹⁾	Common Stock	0		0	D
Restricted Stock Units⁽⁷⁾	$0.00							01/28/2010⁽⁸⁾	⁽⁹⁾	Common Stock	502		502	D
Restricted Stock Units⁽⁷⁾	$0.00							01/27/2011⁽⁸⁾	⁽⁹⁾	Common Stock	978		978	D
Restricted Stock Units⁽⁷⁾	$0.00	01/18/2012		M			472	01/18/2012⁽⁸⁾	⁽⁹⁾	Common Stock	472	$0.00	944	D

Explanation of Responses:

1. After an internal reconciliation of the Reporting Person's holdings, it was determined that 3,099 shares were previously inadvertently omitted from his direct holdings. As such shares continue to be held by the Reporting Person, they have been added back to his direct holdings in this filing.

2. Gayle McAlister (formerly Brown) is spouse of reporting person.

3. A. Dial McAlister is Reporting Person's son.

4. Reporting Person is a Co-Trustee of the Camille McAlister Trust.

5. Reporting Person is Trustee.

6. The options vest in three (3) equal annual installments beginning on the date indicated in this column.

7. 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 or a combination of both.

8. The restricted stock units vest in three (3) equal annual installments beginning on the date indicated in this column.

9. The restricted stock units do not have an expiration date.

Remarks:

	/s/ Albert D. McAlister, pursuant to a Power of Attorney previously filed.	01/20/2012
	** 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.
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