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^*

BERNHARD JAMES M JR

(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
X	Officer (give title below)	Other (specify below)
	Chairman, CEO and President

3. Date of Earliest Transaction (Month/Day/Year)
12/28/2012

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	12/28/2012		S		1,000	D	$46.3595	620,945	D
Common Stock	12/28/2012		S		850	D	$46.3597	620,095	D
Common Stock	12/28/2012		S		108,413	D	$46.36	511,682	D
Common Stock	12/28/2012		S		600	D	$46.3604	511,082	D
Common Stock	12/28/2012		S		1,300	D	$46.3604	509,782	D
Common Stock	12/28/2012		S		210	D	$46.3605	509,572	D
Common Stock	12/28/2012		S		1,800	D	$46.3606	507,772	D
Common Stock	12/28/2012		S		700	D	$46.3607	507,072	D
Common Stock	12/28/2012		S		500	D	$46.361	506,572	D
Common Stock	12/28/2012		S		1,600	D	$46.3613	504,972	D
Common Stock	12/28/2012		S		304	D	$46.3616	504,668	D
Common Stock	12/28/2012		S		600	D	$46.3617	504,068	D
Common Stock	12/28/2012		S		1,021	D	$46.362	503,047	D
Common Stock	12/28/2012		S		1,600	D	$46.3625	501,447	D
Common Stock	12/28/2012		S		700	D	$46.3629	500,747	D
Common Stock	12/28/2012		S		800	D	$46.3638	499,947	D
Common Stock	12/28/2012		S		300	D	$46.365	499,647	D
Common Stock	12/28/2012		S		142,829	D	$46.37	356,818	D
Common Stock	12/28/2012		S		1,600	D	$46.3703	355,218	D
Common Stock	12/28/2012		S		1,593	D	$46.3703	353,625	D
Common Stock	12/28/2012		S		1,500	D	$46.3703	352,125	D
Common Stock	12/28/2012		S		1,476	D	$46.3703	350,649	D
Common Stock	12/28/2012		S		1,300	D	$46.3704	349,349	D
Common Stock	12/28/2012		S		1,126	D	$46.3704	348,223	D
Common Stock	12/28/2012		S		1,000	D	$46.3705	347,223	D
Common Stock	12/28/2012		S		1,300	D	$46.3708	345,923	D
Common Stock	12/28/2012		S		500	D	$46.371	345,423	D
Common Stock	12/28/2012		S		400	D	$46.3713	345,023	D
Common Stock	12/28/2012		S		1,300	D	$46.3715	343,723	D
Common Stock	12/28/2012		S		1,300	D	$46.372	342,423	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)
Employee Stock Option (Right to Buy)	$67.19							01/01/2009⁽¹⁾	12/07/2017	Common Stock	72,130		72,130	D
Employee Stock Option (Right to Buy)	$17.89							01/01/2010⁽²⁾	10/31/2018	Common Stock	56,718		56,718	D
Employee Stock Option (Right to Buy)	$27.79							01/01/2011⁽²⁾	10/29/2019	Common Stock	73,713		73,713	D
Employee Stock Option (Right to Buy)	$30.56							01/01/2012⁽²⁾	10/29/2020	Common Stock	121,470		121,470	D
Restricted Stock Units⁽³⁾	$0.00							01/01/2010⁽²⁾	⁽⁴⁾	Common Stock	34,568		34,568	D
Restricted Stock Units⁽³⁾	$0.00							01/01/2011⁽²⁾	⁽⁴⁾	Common Stock	44,507		44,507	D
Restricted Stock Units⁽³⁾	$0.00							01/01/2012⁽²⁾	⁽⁴⁾	Common Stock	60,709		60,709	D
Restricted Stock Units⁽³⁾	$0.00							11/01/2012⁽⁵⁾	⁽⁴⁾	Common Stock	67,384		67,384	D
Restricted Stock Units⁽³⁾	$0.00							10/22/2013⁽⁶⁾	⁽⁴⁾	Common Stock	55,914		55,914	D

Explanation of Responses:

1. The options vest in four (4) equal annual installments beginning on the date indicated in this column.

2. The restricted stock units (RSUs) vest in four (4) equal annual installments beginning on the date indicated in this column.

3. 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.

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

5. The restricted stock units vest in three (3) annual installments commencing on November 1, 2012, with 33% vesting on November 1, 2012 and November 1, 2013, and 34% vesting on November 1, 2014.

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

Remarks:

	/s/ J. M. Bernhard, Jr., pursuant to a Power of Attorney	12/31/2012
	** 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).
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