| 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
BERRY PETROLEUM CO [ BRY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 12/15/2008 | ||||||||||||||||||||||||||
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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 | ||||||
| Class A Common Stock | 1,414 | I | Held in 401(k) Plan | |||||||
| Class A Common Stock | 12/15/2008 | M(10) | 1,250 | A | $8.74 | 3,833 | D | |||
| Class A Common Stock | 12/15/2008 | M(11) | 1,250 | A | $8.74 | 5,083 | D | |||
| Class A Common Stock | 12/15/2008 | F(18) | 778 | D | $8.74 | 4,305 | D | |||
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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 | ||||||||
| Nonstatutory Stock Option 11-23-04 | $21.58 | 11/23/2005 | 11/23/2014 | Class A Common Stock | 15,000 | 15,000 | D | ||||||||
| Nonstatutory Stock Option 12-15-05 | $30.645 | 12/15/2006 | 12/15/2015 | Class A Common Stock | 20,000 | 20,000 | D | ||||||||
| Nonstatutory Stock Option 3-22-06 | $34.06 | 03/22/2009(1) | 03/22/2016 | Class A Common Stock | 40,000 | 40,000 | D | ||||||||
| Nonstatutory Stock Option 12-15-06 | $32.565 | 12/15/2007 | 12/14/2016 | Class A Common Stock | 16,000 | 16,000 | D | ||||||||
| 2007 Restricted Stock Unit(2) | $0(3) | 12/14/2008(4) | 12/13/2017(5) | Class A Common Stock | 2,752 | 2,752 | D | ||||||||
| NSO 2007 | $43.61 | 12/14/2008 | 12/13/2017 | Class A Common Stock | 8,258 | 8,258 | D | ||||||||
| 2008 Restricted Stock Units(6) | $0(7) | 12/12/2009(8) | 12/11/2018(9) | Class A Common Stock | 10,000 | 10,000 | D | ||||||||
| 2005 Restricted Stock Units(12) | $0(13) | 12/15/2008 | M | 1,250 | 12/15/2006(14) | 12/14/2015 | Class A Common Stock | 2,500 | $8.74 | 1,250 | D | ||||
| 2006 Restricted Stock Units(15) | $0(16) | 12/15/2008 | M | 1,250 | 12/15/2007(17) | 12/14/2016 | Class A Common Stock | 3,750 | $8.74 | 2,500 | D | ||||
| Explanation of Responses: |
| 1. Non Statutory Stock Options (NSO). NSOs vest 100% 3 years from date of grant. |
| 2. 1 for 1 |
| 3. Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock |
| 4. The RSU granted vest 25% per year beginning one year after grant but the receipt of shares are subject to a deferral period which is generally at least four years from grant date as per the deferral election. |
| 5. The RSU is subject to a deferral election. Shares of Class A Common Stock will be delivered to the reporting person as per the terms of the deferral election. |
| 6. 1 for 1 |
| 7. Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock |
| 8. The RSU granted vest 25% per year beginning one year after grant but the receipt of shares are subject to a deferral period which is generally at least four years from grant date as per the deferral election. |
| 9. The RSU is subject to a deferral election. Shares of Class A Common Stock will be delivered to the reporting person as per the terms of the deferral election. |
| 10. Vested shares issued pursuant to Rule 16b-3 plan. |
| 11. Vested shares issued pursuant to Rule 16b-3 plan. |
| 12. 1 for 1 |
| 13. Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock |
| 14. The restricted stock units vests in four equal annual installments beginning December 15, 2006. Shares of Class A Common Stock will be delivered to the reporting person at the time of vesting. |
| 15. 1 for 1 |
| 16. Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock |
| 17. The restricted stock units vests in four equal annual installments beginning December 15, 2007. Shares of Class A Common Stock will be delivered to the reporting person at the time of vesting. |
| 18. Shares withheld incident to vesting of RSUs for the payment of tax liability issued in accordance with Rule 16b-3. |
| Kenneth A Olson under POA for Bruce Kelso | 01/07/2009 | |
| ** 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. | ||