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
SHAW GROUP INC [ SGR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/28/2006 | ||||||||||||||||||||||||||
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 Stock | 04/28/2006 | S | 163 | D | $30.7 | 129,829 | I | By the Bernhard Family LLC(1) | ||
Common Stock | 04/28/2006 | S | 54 | D | $30.69 | 129,775 | I | By the Bernhard Family LLC | ||
Common Stock | 04/28/2006 | S | 27 | D | $30.68 | 129,748 | I | By the Bernhard Family LLC | ||
Common Stock | 04/28/2006 | S | 14 | D | $30.67 | 129,734 | I | By the Bernhard Family LLC | ||
Common Stock | 04/28/2006 | S | 81 | D | $30.66 | 129,653 | I | By the Bernhard Family LLC | ||
Common Stock | 04/28/2006 | S | 68 | D | $30.65 | 129,585 | I | By the Bernhard Family LLC | ||
Common Stock | 04/28/2006 | S | 325 | D | $30.63 | 129,260 | I | By the Bernhard Family LLC | ||
Common Stock | 04/28/2006 | S | 14 | D | $30.62 | 129,246 | I | By the Bernhard Family LLC | ||
Common Stock | 04/28/2006 | S | 27 | D | $30.61 | 129,219 | I | By the Bernhard Family LLC | ||
Common Stock | 04/28/2006 | S | 54 | D | $30.6 | 129,165 | I | By the Bernhard Family LLC | ||
Common Stock | 04/28/2006 | S | 95 | D | $30.59 | 129,070 | I | By the Bernhard Family LLC | ||
Common Stock | 04/28/2006 | S | 14 | D | $30.58 | 129,056 | I | By the Bernhard Family LLC | ||
Common Stock | 04/28/2006 | S | 27 | D | $30.57 | 129,029 | I | By the Bernhard Family LLC | ||
Common Stock | 04/28/2006 | S | 95 | D | $30.56 | 128,934 | I | By the Bernhard Family LLC | ||
Common Stock | 04/28/2006 | S | 217 | D | $30.55 | 128,717 | I | By the Bernhard Family LLC | ||
Common Stock | 04/28/2006 | S | 149 | D | $30.54 | 128,568 | I | By the Bernhard Family LLC | ||
Common Stock | 04/28/2006 | S | 529 | D | $30.53 | 128,039 | I | By the Bernhard Family LLC | ||
Common Stock | 04/28/2006 | S | 231 | D | $30.52 | 127,808 | I | By the Bernhard Family LLC | ||
Common Stock | 04/28/2006 | S | 583 | D | $30.51 | 127,225 | I | By the Bernhdard Family LLC | ||
Common Stock | 04/28/2006 | S | 2,265 | D | $30.5 | 124,960 | I | By the Bernhard Family LLC | ||
Common Stock | 04/28/2006 | S | 190 | D | $30.49 | 124,770 | I | By the Bernhard Family LLC | ||
Common Stock | 04/28/2006 | S | 217 | D | $30.47 | 124,553 | I | By the Bernhard Family LLC | ||
Common Stock | 04/28/2006 | S | 176 | D | $30.45 | 124,377 | I | By the Bernhard Family LLC | ||
Common Stock | 04/28/2006 | S | 312 | D | $30.44 | 124,065 | I | By the Bernhard Family LLC | ||
Common Stock | 04/28/2006 | S | 380 | D | $30.43 | 123,685 | I | By the Bernhard Family LLC | ||
Common Stock | 04/28/2006 | S | 54 | D | $30.42 | 123,631 | I | By the Bernhard Family LLC | ||
Common Stock | 04/28/2006 | S | 380 | D | $30.41 | 123,251 | I | By the Bernhard Family LLC | ||
Common Stock | 04/28/2006 | S | 95 | D | $30.4 | 123,156 | I | By the Bernhard Family LLC | ||
Common Stock | 04/28/2006 | S | 868 | D | $30.39 | 122,288 | I | By the Bernhard Family LLC | ||
Common Stock | 04/28/2006 | S | 583 | D | $30.38 | 121,705(2) | I | By the Bernhard Family LLC |
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 |
Explanation of Responses: |
1. Prior to the sales on this date, there were 129,992 shares of the Company's no par value common stock owned by The Bernhard Family LLC, a limited liability company of which the reporting person and his spouse are the sole co-managers and the sole voting members. |
2. After the sales on this date, there remains owned by The Bernhard Family LLC a total of 113,042 shares of the Company's no par value common stock. |
Remarks: |
This is the first report of four reports. The first and second reports report sales of shares of the Company's no par value common stock held indirectly by the reporting person through a limited liability company, and the third and fourth reports report sales held directly by the reporting person. Prior and subsequent to the transactions reported on the first and second reprots, the reporting person indirectly held 129,992 shares and 113,042 shares, respectively, of the Company's no par value common stock. Prior and subsequent to the transactions reported on the third and fourth reports, the reporting person directly held 932,448 shares and 824,398 shares, respectively, of the Company's no par value common stock. |
/s/ J. M. Bernhard, Jr. | 05/01/2006 | |
** 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. |