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^*

Amec Foster Wheeler plc

(Last)

(First)

(Middle)

BOOTHS PARK, CHELFORD ROAD

KNUTSFORD

(Street)

CHESHIRE

WA16 8QZ

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FOSTER WHEELER AG [ FWLT ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/19/2015

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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)
Registered Shares, par value CHF 3 per share	01/19/2015		P		4,731,080	A	⁽¹⁾	100,126,791	I	By AMEC International Investments B.V.⁽²⁾

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)

1. Name and Address of Reporting Person^*

Amec Foster Wheeler plc

(Last)

(First)

(Middle)

BOOTHS PARK, CHELFORD ROAD

KNUTSFORD

(Street)

CHESHIRE

WA16 8QZ

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

AMEC International Investments B.V.

(Last)

(First)

(Middle)

FACILITY POINT, MEANDER 251

(Street)

ARNHEM

6825 MC

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. On January 19, 2015, these shares of Foster Wheeler AG were acquired for a combination of $16.00 cash and either (i) 0.8998 Amec Foster Wheeler plc ordinary shares or (ii) 0.8998 Amec Foster Wheeler plc American depositary shares ("ADSs") pursuant to a squeeze-out merger ("Squeeze-Out Merger"). The closing price of Amec Foster Wheeler plc shares on January 16, 2015 was GBP 8.03. The closing price of Amec Foster Wheeler plc ADSs on January 16, 2015 was $12.13.

2. The shares are beneficially held by AMEC International Investments B.V., which is a direct wholly-owned subsidiary of Amec Foster Wheeler plc and is the beneficial owner of the shares purchased in the Squeeze-Out Merger. The shares may also be deemed to be indirectly beneficially owned by Amec Foster Wheeler plc.

	/s/ Alison Yapp, General Counsel & Company Secretary, on behalf of Amec Foster Wheeler plc	01/20/2015
	/s/ Gert Stam, director, on behalf of AMEC International Investments B.V.	01/20/2015
	/s/ Alan Dick, director, on behalf of AMEC International Investments B.V.	01/20/2015
	** 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).
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