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^*

SEXTON BETH

(Last)

(First)

(Middle)

C/O FOSTER WHEELER INC.

53 FRONTAGE ROAD

(Street)

HAMPTON

08827

(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	10% Owner
X	Officer (give title below)	Other (specify below)
	Exec VP of Human Resources

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2011

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 Registered Shares	12/31/2011		M		3,954	A	$0	15,225	D
Common Registered Shares	12/31/2011		M		2,243	A	$0	17,468	D
Common Registered Shares	01/03/2012		S⁽¹⁾		2,411	D	$19.5855⁽²⁾	15,057	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)
Restricted Stock Units (Right to Acquire)	⁽³⁾	12/31/2011		M			2,243	12/31/2010⁽⁴⁾	12/31/2012⁽⁴⁾	Common Registered Shares	2,243	⁽⁵⁾	2,242	D
Restricted Stock Units (Right to Acquire)	⁽³⁾	12/31/2011		M			3,954	12/31/2009⁽⁶⁾	12/31/2011⁽⁶⁾	Common Registered Shares	3,954	⁽⁵⁾	0	D

Explanation of Responses:

1. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on November 10, 2011.

2. This weighted average price reflects trades in multiple transactions ranging from $19.501 per share to $19.70 per share inclusive. Full information regarding the number of shares sold at each separate price within the range noted above will be provided upon request to the SEC staff, the issuer, or any security holder of the issuer.

3. 1-for-1

4. Granted pursuant to Foster Wheeler AG Omnibus Incentive Plan. The restricted stock units vest as to one-third of the shares on December 31, 2010, one-third of the shares on December 31, 2011, and the remaining one-third of the shares on December 31, 2012. Upon vesting, registered shares will be issued on a one-for-one basis.

5. Not applicable

6. Granted pursuant to Foster Wheeler Omnibus Incentive Plan. The restricted stock units vest as to one-third of the shares on December 31, 2009, one-third of the shares on December 31, 2010, and the remaining one-third of the shares on December 31, 2011. Upon vesting, registered shares will be issued on a one-for-one basis.

	/s/ John A. Doyle Jr., by Power of Atty.	01/03/2012
	** 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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