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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 		 
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*
HEINEMANN ROBERT
(Last) (First) (Middle)
C/O BERRY PETROLEUM COMPANY
1999 BROADWAY, SUITE 3700
(Street)
DENVER CO 80202
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BERRY PETROLEUM CO [ BRY ] 		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 CEO
3. Date of Earliest Transaction (Month/Day/Year)
01/08/2013
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
Class A Common Stock 14,425 I Held in 401(k) Plan
Class A Common Stock 01/08/2013 M 34,666(5) A $35.535 271,791 D
Class A Common Stock 01/09/2013 M 5,962(5) A $35.645 277,753 D
Class A Common Stock 01/09/2013 S 3,236 D $35.0047 274,517 D
Class A Common Stock 01/09/2013 S 526 D $35.04 273,991 D
Class A Common Stock 01/09/2013 S 626 D $35.05 273,365 D
Class A Common Stock 01/09/2013 S 800 D $35.0538 272,565 D
Class A Common Stock 01/09/2013 S 1,982 D $35.06 270,583 D
Class A Common Stock 01/09/2013 S 2,526 D $35.07 268,057 D
Class A Common Stock 01/09/2013 S 126 D $35.1 267,931 D
Class A Common Stock 01/09/2013 S 100 D $35.16 267,831 D
Class A Common Stock 01/09/2013 S 181 D $35.21 267,650 D
Class A Common Stock 01/09/2013 S 319 D $35.2163 267,331 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
Nonstatutory Stock Option 11-23-04 $21.58 11/23/2005 11/23/2014 Class A Common Stock 100,000 100,000 D
Nonstatutory Stock Option 12-15-05 $30.645 12/15/2006 12/15/2015 Class A Common Stock 150,000 150,000 D
Phantom Stock Units(1) $0 08/08/1988 08/08/1988 Class A Common Stock 3,223 3,223(2) D
Nonstatutory Stock Option 12-15-06 $32.565 12/15/2007 12/14/2016 Class A Common Stock 175,000 175,000 D
NSO 2007 $43.61 12/14/2008 12/13/2017 Class A Common Stock 89,470 89,470 D
2009 Restricted Stock Units $0 12/11/2010 12/11/2019 Class A Common Stock 97,034 97,034 D
Perf Based RSUs 3-16-10(1) $0(3) 12/31/2012(3) 12/31/2012 Class A Common Stock 42,060 42,060(4) D
March 2011 Employee RSU Grant $0 03/02/2012 03/02/2021 Class A Common Stock 21,650 21,650 D
Non-Statutory Stock Option 3-2-2011 - $48.50 $48.5 03/02/2012 03/02/2021 Class A Common Stock 33,129 33,129 D
Perf Based RSU 3-2-2011 $0 12/31/2013 03/02/2021 Class A Common Stock 25,257 25,257 D
Perf Based RSUs 3-2-12 $0 12/31/2014 03/02/2022 Class A Common Stock 23,104 23,104 D
March 2, 2012 Employee RSU Grant $0 03/02/2013 03/02/2022 Class A Common Stock 26,406 26,406 D
Non Statutory Stock Option 3-2-12 $53.02 03/02/2013 03/02/2022 Class A Common Stock 31,167 31,167 D
2008 Restricted Stock Units $0 01/08/2013 M 34,666(6) 12/12/2009 12/11/2018 Class A Common Stock 173,333 $35.535 138,667 D
2007 Restricted Stock Unit $0 01/09/2013 M 5,962(6) 12/14/2008 12/13/2017 Class A Common Stock 23,848 $35.645 17,886 D
Explanation of Responses:
1. 1 for 1
2. Phantom Stock Units acquired under the Company's Non-Employee Director Deferred Compensation Plan in a transaction exempt under Rule 16b-3(c). Shares of Common Stock are issued under terms of the Plan upon resignation from the board of directors.
3. Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock if certain pre-established performance factors, as set forth in the Company's Form 8-K dated March 18, 2010, are met.
4. Per the Agreement this is the maximum number of performance based RSUs that may be received if all performance factors are achieved as outlined in the Form 8-K dated March 18, 2010.
5. Issuance of shares from previous RSU grant based on meeting terms and timing of deferral election.
6. Issuance of 20% of RSU shares pursuant to a Rule 16b-3 Plan per deferral election in place at date of grant.
Remarks:
Shares sold were to cover taxes due on RSU Share issuance
Kenneth A Olson under POA for Robert Heinemann 01/09/2013
** 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.