SEC Info - Gessner Dieter - ‘4/A’ for 7/8/11 re: Bucyrus International Inc.

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^*

Gessner Dieter

(Last)

(First)

(Middle)

1100 MILWAUKEE AVENUE

P.O. BOX 500

(Street)

SOUTH MILWAUKEE

53172-0500

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BUCYRUS INTERNATIONAL INC [ BUCY ]

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

	Director		10% Owner
	Officer (give title below)	X	Other (specify below)
Senior VP Eurasia/Africa

3. Date of Earliest Transaction (Month/Day/Year)
7/8/11

4. If Amendment, Date of Original Filed (Month/Day/Year)
7/11/11

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)
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)
Common Stock	7/8/11		D		310	D	⁽¹⁾	0	D
Common Stock	7/8/11		D		700	D	⁽¹⁾	0 ⁽²⁾	D
Common Stock	7/8/11		D		2,750	D	⁽¹⁾	0 ⁽²⁾	D
Common Stock	7/8/11		D		1,100	D	⁽¹⁾	0 ⁽²⁾	D
Common Stock	7/8/11		D		2,050	D	⁽¹⁾	0 ⁽²⁾	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)
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)	Code	V	(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)
Stock Appreciation Rights	$59.48	7/8/11		D			4,150	⁽³⁾	2/23/10	Common Stock	4,150	⁽⁴⁾	0	D
Stock Appreciation Rights	$13.52	7/8/11		D			11,250	⁽⁵⁾	2/24/19	Common Stock	11,250	⁽⁴⁾	0	D
Stock Appreciation Rights	$51.69	7/8/11		D			3,400	⁽⁶⁾	2/20/18	Common Stock	3,400	⁽⁴⁾	0	D
Stock Appreciation Rights	$34.185	7/8/11		D			2,400	⁽⁷⁾	8/7/17	Common Stock	2,400	⁽⁴⁾	0	D

Explanation of Responses:

(1) Shares of Common Stock were converted into the right to receive $92.00 per share pursuant to an Agreement and Plan of Merger, dated November 14, 2010, by and among Bucyrus International, Inc., Caterpillar Inc. and Badger Merger Sub, Inc. (the "Merger Consideration").

(2) Prior to consummation of the merger, each outstanding share of restricted stock became fully vested and free of restrictions, and was converted into the Merger Consideration.

(3) Prior to consummation of the merger, the stock appreciation rights would have vested 10%, 15%, 25% and 50%, respectively, on December 31, 2010, 2011, 2012 and 2013.

(4) The stock appreciation rights were canceled in the merger and the reporting person became entitled to receive a cash payment equal to the product of (i) the number of shares of common stock subject to such stock appreciation right (ii) the amount, if any, by which $92.00 exceeds the exercise price per share of such stock appreciation right.

(5) Prior to consummation of the merger, the stock appreciation rights would have vested 10%, 15%, 25% and 50%, respectively, on December 31, 2009, 2010, 2011 and 2012.

(6) Prior to consummation of the merger, the stock appreciation rights would have vested 10%, 15%, 25% and 50%, respectively, on December 31, 2008, 2009, 2010 and 2011.

(7) The stock appreciation rights became fully vested on December 31, 2010.

Remarks:

Filing amended to check box indicating reporting owner is no longer subject to Section 16.

	/s/Dieter Gessner	7/12/11
	** 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.

____________ Transaction Code:
D	Disposition to the Issuer of Issuer equity securities pursuant to Rule 16b-3(e).

Gessner Dieter – ‘4/A’ for 7/8/11 re: Bucyrus International Inc.

On: Tuesday, 7/12/11, at 4:26pm ET · For: 7/8/11 · As: Other · Accession #: 740761-11-75 · File #: 1-00871

Previous ‘4’: ‘4’ on 7/11/11 for 7/8/11 · Latest ‘4’: This Filing

Amendment to Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4/A’ Document is an XML Data File that may be rendered in various formats:

Gessner Dieter – ‘4/A’ for 7/8/11 re: Bucyrus International Inc.

On: Tuesday, 7/12/11, at 4:26pm ET · For: 7/8/11 · As: Other · Accession #: 740761-11-75 · File #: 1-00871

Previous ‘4’: ‘4’ on 7/11/11 for 7/8/11 · Latest ‘4’: This Filing

Amendment to Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4/A’ Document is an XML Data File that may be rendered in various formats:

Amendment to Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents