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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	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* Barrett Fredrick J (Last) (First) (Middle) 1099 18TH STREET SUITE 2300 (Street) DENVER CO 80202 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol BILL BARRETT CORP [ BBG ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner X Officer (give title below) Other (specify below) President and Director
	3. Date of Earliest Transaction (Month/Day/Year) 12/15/2004
	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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/15/2004		M		75,671	A	(1)	192,149(1)(2)	D
Common Stock	12/15/2004		M		4,463	A	(3)	196,612(2)(3)	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series A Preferred Stock	(1)	12/15/2004		M			192,503(1)	(1)	(1)	Common Stock	(1)	$4.17	0(1)	D
Series B Preferred Stock	(3)	12/15/2004		M			10,000(3)	(3)	(3)	Common Stock	(3)	$5	0(3)	D
Options: Right to buy	$30.28	12/15/2004		J(4)			64,408	(5)	09/10/2012	Common Stock	64,408	$0	0	D
Options: Right to buy	$25	12/15/2004		J(4)		59,641		(5)	12/15/2011	Common Stock	59,641	$0	59,641	D
Options: Right to buy	$25	12/15/2004		A		50,000		(6)	12/15/2011	Common Stock	50,000	$0	50,000	D

Explanation of Responses:

1. Upon the closing of the Issuer's initial public offering on December 15, 2004, the outstanding shares of Series A Preferred Stock converted automatically to common stock. Holders of Series A Preferred Stock received (a) shares of common stock equal to the stated purchase price of $4.17 per share of Series A Preferred Stock, with the number of shares of common stock based on the public offering price net of underwriting compensation, plus (b) the number of shares of common stock equal to the conversion ratio in effect at that time.

2. 108,032 of these shares are subject to vesting requirements based on the Reporting Person's remaining an employee of the Issuer. 20% of these shares vested on each of January 31, 2002, 2003 and 2004 and an additional 20% of the shares vest on each of January 31, 2005 and 2006.

3. Upon the closing of the Issuer's initial public offering on December 15, 2004, the outstanding shares of Series B Preferred Stock converted automatically to common stock. Holders of Series B Preferred Stock received (a) shares of common stock equal to the stated purchase price of $5.00 per share of Series B Preferred Stock plus all unpaid dividends (which accrue at the rate of 7% per annum), with the number of shares of common stock based on the public offering price net of underwriting compensation, plus (b) the number of shares of common stock equal to the conversion ratio in effect at that time.

4. These options, which are referred to as "Tranche A Options", were modified upon the completion of the Issuer's initial public offering on December 15, 2004 to provide that each option to purchase one share of common stock for $30.28 per share became an option to purchase 0.926 shares of common stock at the initial public offering price of $25.00. This ratio was determined by comparing the relative estimated value of all outstanding Tranche A Options based on the original exercise price and weighted average remaining terms to the estimated value based on the initial public offering price using the Black-Scholes option pricing model.

5. 20% of these options became exercisable on each of September 10, 2002, 2003 and 2004 and an additional 20% become exercisable on each of September 10, 2005 and 2006.

6. These options are exercisable 25% on each of December 15, 2005, 2006, 2007 and 2008.

	/s/Francis B. Barron, as Attorney-in-Fact	12/15/2004
	** 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).
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