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Gardner Lisa Fries – ‘4’ for 1/27/06 re: Foster Wheeler AG

On:  Monday, 1/30/06, at 7:13am ET   ·   For:  1/27/06   ·   As:  Officer   ·   Accession #:  1144204-6-3117   ·   File #:  1-31305

Previous ‘4’:  None   ·   Next & Latest:  ‘4/A’ on 2/28/06 for 1/27/06

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  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 1/30/06  Gardner Lisa Fries                4          Officer     1:6K   Foster Wheeler Ltd.               Toppan Merrill/FA

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

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML      7K 
                Securities by an Insider -- v034085_ex.xml/2.2                   




        

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

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 

 
SEC Info rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider
 
FORM 4UNITED 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*
GARDNER LISA FRIES

(Last)(First)(Middle)
C/O FOSTER WHEELER LTD
PERRYVILLE CORPORATE PARK

(Street)
CLINTONNJ08809-4000

(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
FOSTER WHEELER LTD [ FWLT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
XOfficer (give title below) Other (specify below)
Vice President and Secretary
3. Date of Earliest Transaction (Month/Day/Year)
1/27/06
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
XForm 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)
CodeVAmount(A) or (D)Price
Common Shares 1/27/06 M 265.87 (1)A$9.15 (1)3,853.87D
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)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
Class B Warrants$9.378 (1) 1/27/06 M 3,588 9/24/05 9/24/07Common Shares265.87 (1)$00D
Explanation of Responses:
(1)  Class B Warrants were distributed to all common shareholders of record on a one-to-one basis for common shares held as of the close of business on September 23, 2004 and was exempt from prior reporting under Rule 16a(9). Each Class B Warrant is exercisable into .0723 common shares and an additional .0018 common shares upon participation in an offer to exercise such warrants on or before January 27, 2006 at an exercise price of $9.378 per common share issuable. The reporting person exercised 3,588 warrants for 265.87 common shares due to early exercise. The effective pricing due to early exercise is $9.15 per common share issuable. The warrants became exercisable on 9/24/05 and expire on 9/24/07.
/s/ John A. Doyle, Jr., by power of atty. 1/30/06
** Signature of Reporting PersonDate
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:
    M    Exercise or conversion of derivative security exempted pursuant to Rule 16b-3.

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