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| 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) 12/15/2005 | ||||||||||||||||||||||||||
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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 | 4,152 | D | ||||||||
| Class A Common Stock | 12/15/2005(1) | J | V | 28(1) | A | $0 | 2,534 | I | Held in 401(k) Plan | |
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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 (Right to Buy) NSO | $14.89 | 02/01/2003 | 02/01/2012 | Class A Common Stock | 10,000 | 10,000 | D | ||||||||
| Nonstatutory Stock Option (Right to Buy) NSO | $16.5 | 12/06/2003 | 12/06/2012 | Class A Common Stock | 15,000 | 15,000 | D | ||||||||
| Nonstatutory Stock Option (Right to Buy) NSO | $19.94 | 12/05/2004 | 12/05/2013 | Class A Common Stock | 30,000 | 30,000 | D | ||||||||
| Nonstatutory Stock Option (Right to Buy) NSO | $43.16 | 11/23/2005 | 11/23/2014 | Class A Common Stock | 35,000 | 35,000 | D | ||||||||
| Nonstatutory Stock Option (Right to Buy) NSO | $61.29 | 12/15/2005 | A(2) | 25,000 | 12/15/2006 | 12/15/2015 | Class A Common Stock | 25,000 | $0(2) | 25,000 | D | ||||
| Restricted Stock Units (RSU)(4) | (4) | 12/15/2005 | A(3) | 5,000 | (5) | (5) | Class A Common Stock | 5,000 | $0(3) | 5,000 | D | ||||
| Explanation of Responses: |
| 1. The change in the number of shares in the Berry Petroleum Company Common Stock Fund in the Company's 401(k) Plan is due to the required acquisition or liquidation of shares to cover the required cash portion of the fund since the prior report. All transactions were at market and no discretionary transactions have occurred in the holdings of Company Stock in the 401(k) Plan. |
| 2. Grant of Nonstatutory Stock Option under the Company's 2005 Equity Incentive Plan in a transaction exempt under Rule 16b-3(c). Shares vest at 25% annually from date of grant. |
| 3. Grant of Restricted Stock Unit (RSU) under the Company's 2005 Equity Incentive Plan in a transaction exempt under Rule 16b-3(c). RSUs vest at 25% annually from date of grant. |
| 4. Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock. |
| 5. The restricted stock units vest 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. |
| Remarks: |
| Kenneth A. Olson under Power of Attorney on file | 12/16/2005 | |
| ** 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. | ||