SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

BEARD WILLIAM M

(Last)

(First)

(Middle)

301 N.W. 63RD

STE 400

(Street)

OKLAHOMA CITY

73116

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BEARD CO /OK [ BRCO ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	X	10% Owner
X	Officer (give title below)		Other (specify below)
	Chief Executive Officer

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2008

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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	01/17/2008		M4	42,370	A	$0	1,008,249	D
Common Stock	03/25/2008		M4	321,212	A	$0	1,329,461	D
Common Stock	08/25/2008		C4	250,000	A	$1	1,078,958	I	By Charitable Unitrust
Common Stock							80,250.56⁽¹⁾	I	By 401(k)
Common Stock							29,998	I	By B&M Limited
Common Stock							72,428	I	By Irrev. Trust A
Common Stock							90,348	I	By Irrev. Trust B
Common Stock							125,322	I	By Irrev. Trust C
Common Stock							10,106	I	By JGB Trust
Common Stock							10,106	I	By JMB II Trust
Common Stock							3,834	I	By RBL Trust
Common Stock							2,518	I	By Spouse

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)	4. Transaction Code (Instr. 8)	(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)
2003-2 Deferred Stock Comp. Units	⁽²⁾	01/17/2008		4M		42,370	⁽²⁾	⁽²⁾	Common Stock	42,370	$0	254,217	D
2005 Deferred Stock Comp. Units	⁽³⁾	03/25/2008		4M		321,212.63⁽⁴⁾	⁽³⁾	⁽³⁾	Common Stock	321,212.63⁽⁴⁾	$0	0	D
Series A and B 12% Convertible Subordinated Notes due 2008	$1	08/25/2008		4C		$250,000	⁽⁴⁾	⁽⁵⁾	Common Stock	250,000	$0	0	D

Explanation of Responses:

1. This represents the number of shares held in The Beard Group 401(k) Plan for the benefit of the reporting person as of 12/31/08.

2. These stock units were accrued under The Beard Company 2003-2 Deferred Stock Compensation Plan and are to be settled 100% in the issuer's Common Stock due to the Plan's termination. The reporting person elected to receive settlement of the shares to be issued to him under the Plan in equal annual installments over a 10-year period.

3. These stock units were accrued under The Beard Company 2005 Deferred Stock Compensation Plan and were settled upon termination of the Plan by issuance of 321,212 shares of the issuer's Common Stock and payment of cash in lieu of the .63 fractional share of a stock unit.

4. The Series A and B Convertible Subordinated Notes were acquired by the reporting person on 10/16/2006 and were immediately convertible into Common Stock at a conversion price of $1.00 per share.

5. The Series A Notes had a maturity date of August 30, 2008. The Series B Notes had a maturity date of November 30, 2008.

	WILLIAM M. BEARD	02/13/2009
	** Signature of Reporting Person	Date
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