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 ^*

BUSCH RALPH B III

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)

(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		236,239 ⁽²⁾	D	$ 0	0	D
Class A Common Stock	12/16/2013		D		123,363 ⁽²⁾	D	$ 0	0	I	As Co-Trustee of Union Bank Trust Shares
Class A Common Stock	12/16/2013		D		75,250 ⁽²⁾	D	$ 0	0	I	Busch Family Foundation
Class A Common Stock	12/16/2013		D		28,208 ⁽²⁾	D	$ 0	0	I	As Custodian for Minor Children

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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 control number.		SEC 1474 (9-02)

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

RSU 12-16-2013

$ 0

12/16/2013

2,479 ⁽¹⁾

12/16/2013

12/31/2013

Class A Common Stock

2,479

$ 0

2,479

2007 Restricted Stock Unit

$ 0

12/16/2013

792 ⁽³⁾

01/01/2008

12/13/2017

Class A Common Stock

792

$ 0

March 2 2012 Director RSU Grant

$ 0

12/16/2013

2,231 ⁽⁴⁾

03/02/2012

03/02/2022

Class A Common Stock

2,231

$ 0

March 2011 Director RSU

$ 0

12/16/2013

2,499 ⁽⁴⁾

03/02/2011

03/02/2021

Class A Common Stock

2,499

$ 0

March 4, 2013 Director RSU Grant

$ 0

12/16/2013

2,629 ⁽⁴⁾

03/04/2013

03/04/2023

Class A Common Stock

2,629

$ 0

Nonstatutory Stock Option 12-15-05

$ 30.645

12/16/2013

10,000 ⁽⁵⁾

12/15/2005

12/15/2015

Class A Common Stock

10,000

$ 0

Nonstatutory Stock Option 12-15-06

$ 32.565

12/16/2013

10,000 ⁽⁵⁾

12/15/2006

12/14/2016

Class A Common Stock

10,000

$ 0

Nonstatutory Stock Options 12-2-04

$ 21.77

12/16/2013

10,000 ⁽⁵⁾

12/02/2004

12/02/2014

Class A Common Stock

10,000

$ 0

NSO 2007

$ 43.61

12/16/2013

3,956 ⁽⁵⁾

12/14/2007

12/13/2017

Class A Common Stock

3,956

$ 0

Phantom Stock Units

$ 0

12/16/2013

48,768 ⁽⁶⁾

08/08/1988

Class A Common Stock

48,260

$ 0

RSU 12-16-2013

$ 0

12/16/2013

2,479 ⁽⁴⁾

12/16/2013

12/31/2013

Class A Common Stock

2,479

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
BUSCH RALPH B III C/O BERRY PETROLEUM COMPANY 1999 BROADWAY, SUITE 3700 DENVER, CO 80202

Signatures

Kenneth A Olson under POA for Ralph Busch		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)	RSU Grant awarded to Board of Directors at completion of Merger pursuant to Board action as disclosed in the Merger Proxy materials.
(2)	Disposed of pursuant to the merger (the "Merger") of Berry Petroleum Company ("Berry") with LinnCo ("Linn") in a stock-for-stock merger. After the transaction Berry will be an indirect wholly owned subidiary of Linn. Pursuant to the Merger agreement each share of Berry Common Stock will be 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 ("Linn") in a stock-for-stock merger. Pursuant to the Merger agreement each RSU will be exchanged for 1.68 shares of LinnCo common shares.
(5)	Disposed of pursuant to the merger (the "Merger") of Berry Petroleum Company ("Berry") with LinnCo ("Linn") in a stock-for-stock merger. Pursuant to the Merger agreement each option to purchase Berry shares will be 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.
(6)	Disposed of pursuant to terms of Merger Agreement and Proxy Materials in exchange for 1.68 shares of LinnCo Common stock.

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