Edgar Filing: BERRY PETROLEUM CO

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

DUGINSKI MICHAEL

2. Issuer Name and Ticker or Trading Symbol
BERRY PETROLEUM CO [BRY]

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

_____ Director	_____ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)
Exec. VP & COO

(Last)

(First)

(Middle)

C/O BERRY PETROLEUM COMPANY, 1999 BROADWAY, SUITE 3700

3. Date of Earliest Transaction (Month/Day/Year)
12/16/2013

(Street)

DENVER, CO 80202

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	12/16/2013		D		43,447 ⁽²⁾	D	$ 0	0	D
Class A Common Stock	12/16/2013		D		17,456 ⁽²⁾	D	$ 0	0	I	Held in 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Perf Based RSU 3-2-2011

$ 0

12/16/2013

4,832 ⁽¹⁾

12/31/2013

03/02/2021

Class A Common Stock

11,275

$ 0

6,443

Perf Based RSUs 3-2-12

$ 0

12/16/2013

4,420 ⁽¹⁾

12/31/2014

03/02/2022

Class A Common Stock

10,314

$ 0

5,894

2007 Restricted Stock Unit

$ 0

12/16/2013

7,224 ⁽³⁾

12/14/2008

12/13/2017

Class A Common Stock

7,224

$ 0

2008 Restricted Stock Units

$ 0

12/16/2013

56,000 ⁽³⁾

12/12/2009

12/11/2018

Class A Common Stock

56,000

$ 0

2009 Restricted Stock Units

$ 0

12/16/2013

42,919 ⁽³⁾

12/11/2010

12/11/2019

Class A Common Stock

42,919

$ 0

March 2, 2012 Employee RSU Grant

$ 0

12/16/2013

8,842 ⁽³⁾

03/02/2013

03/02/2022

Class A Common Stock

8,842

$ 0

March 2011 Employee RSU Grant

$ 0

12/16/2013

12,887 ⁽³⁾

03/02/2012

03/02/2021

Class A Common Stock

12,887

$ 0

March 4, 2013 Employee RSU Grant

$ 0

12/16/2013

27,145 ⁽³⁾

03/04/2014

03/04/2023

Class A Common Stock

27,145

$ 0

Non Statutory Stock Option 3-2-12

$ 53.02

12/16/2013

13,914 ⁽⁴⁾

03/02/2013

03/02/2022

Class A Common Stock

13,914

$ 0

Non-Statutory Stock Option 3-2-2011 - $48.50

$ 48.5

12/16/2013

14,790 ⁽⁴⁾

03/02/2012

03/02/2021

Class A Common Stock

14,790

$ 0

Nonstatutory Stock Option 11-23-04

$ 21.58

12/16/2013

70,000 ⁽⁴⁾

11/23/2005

11/23/2014

Class A Common Stock

70,000

$ 0

Nonstatutory Stock Option 12-15-05

$ 30.645

12/16/2013

50,000 ⁽⁴⁾

12/15/2006

12/15/2015

Class A Common Stock

50,000

$ 0

Nonstatutory Stock Option 12-15-06

$ 32.565

12/16/2013

56,000 ⁽⁴⁾

12/15/2007

12/14/2016

Class A Common Stock

56,000

$ 0

NSO 2007

$ 43.61

12/16/2013

36,133 ⁽⁴⁾

12/14/2008

12/13/2017

Class A Common Stock

36,133

$ 0

Perf Based RSU 3-2-2011

$ 0

12/16/2013

6,443 ⁽⁵⁾

12/31/2013

03/02/2021

Class A Common Stock

11,275

$ 0

Perf Based RSUs 3-2-12

$ 0

12/16/2013

5,894 ⁽⁵⁾

12/31/2014

03/02/2022

Class A Common Stock

10,314

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
DUGINSKI MICHAEL C/O BERRY PETROLEUM COMPANY 1999 BROADWAY, SUITE 3700 DENVER, CO 80202			Exec. VP & COO

Signatures

Kenneth A Olson under POA for Michael Duginski		12/20/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Performance Shares in excess of Target cancelled under the terms of Merger Agreement with Linn Energy at close.
(2)	Disposed of pursuant to the merger (the "Merger") of Berry Petroleum Company ("Berry") with LinnCo, LLC ("LinnCo") in a stock-for-stock merger, which was completed on December 16, 2013. Following the transaction Berry is an indirect wholly-owned subsidiary of Linn Energy, LLC. Pursuant to the Merger agreement each share of Berry Common Stock was exchanged for 1.68 shares of LinnCo common shares.
(3)	Disposed of pursuant to the merger (the "Merger") of Berry Petroleum Company ("Berry") with LinnCo, LLC ("LinnCo") in a stock-for-stock merger, which was completed on December 16, 2013. Following the transaction Berry is an indirect wholly-owned subsidiary of Linn Energy, LLC. Pursuant to the Merger agreement each RSU was exchanged for 1.68 shares of LinnCo common shares.
(4)	Disposed of pursuant to the merger (the "Merger") of Berry Petroleum Company ("Berry") with LinnCo, LLC ("LinnCo") in a stock-for-stock merger, which was completed on December 16, 2013. Following the transaction Berry is an indirect wholly-owned subsidiary of Linn Energy, LLC. Pursuant to the Merger agreement each option to purchase Berry shares was exchanged for 1.682115 options to puchase LINN Units on the same terms and conditions as were applicable to Berry shares prior to the Merger.
(5)	Disposed of pursuant to the merger (the "Merger") of Berry Petroleum Company ("Berry") with LinnCo, LLC ("LinnCo") in a stock-for-stock merger, which was completed on December 16, 2013. Following the transaction Berry is an indirect wholly-owned subsidiary of Linn Energy, LLC. Pursuant to the Merger Agreement each Performance RSU was exchanged at target quantities for 1.68 shares of LinnCo Common stock.

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