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 ^*

HEINEMANN ROBERT

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)
President and CEO

(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		306,053 ⁽³⁾	D	$ 0	0	D
Class A Common Stock	12/16/2013		D		15,417 ⁽³⁾	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

Phantom Stock Units

$ 0

12/16/2013

5 ⁽¹⁾

08/08/1988

Class A Common Stock

3,241

$ 47.25

3,246

Perf Based RSU 3-2-2011

$ 0

12/16/2013

10,825 ⁽²⁾

12/31/2013

03/02/2021

Class A Common Stock

25,257

$ 0

14,432

Perf Based RSUs 3-2-12

$ 0

12/16/2013

9,902 ⁽²⁾

12/31/2014

03/02/2022

Class A Common Stock

23,104

$ 0

13,202

2007 Restricted Stock Unit

$ 0

12/16/2013

17,886 ⁽⁴⁾

12/14/2008

12/13/2017

Class A Common Stock

17,886

$ 0

2008 Restricted Stock Units

$ 0

12/16/2013

138,667 ⁽⁴⁾

12/12/2009

12/11/2018

Class A Common Stock

138,667

$ 0

2009 Restricted Stock Units

$ 0

12/16/2013

97,034 ⁽⁴⁾

12/11/2010

12/11/2019

Class A Common Stock

97,034

$ 0

March 2, 2012 Employee RSU Grant

$ 0

12/16/2013

19,805 ⁽⁴⁾

03/02/2013

03/02/2022

Class A Common Stock

19,805

$ 0

March 2011 Employee RSU Grant

$ 0

12/16/2013

14,433 ⁽⁴⁾

03/02/2012

03/02/2021

Class A Common Stock

14,433

$ 0

March 4, 2013 Employee RSU Grant

$ 0

12/16/2013

60,804 ⁽⁴⁾

03/04/2014

03/04/2023

Class A Common Stock

60,804

$ 0

Non Statutory Stock Option 3-2-12

$ 53.02

12/16/2013

31,167 ⁽⁵⁾

03/02/2013

03/02/2022

Class A Common Stock

31,167

$ 0

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

$ 48.5

12/16/2013

33,129 ⁽⁵⁾

03/02/2012

03/02/2021

Class A Common Stock

33,129

$ 0

Nonstatutory Stock Option 11-23-04

$ 21.58

12/16/2013

100,000

11/23/2005

11/23/2014

Class A Common Stock

100,000

$ 0

Nonstatutory Stock Option 12-15-05

$ 30.645

12/16/2013

150,000 ⁽⁵⁾

12/15/2006

12/15/2015

Class A Common Stock

150,000

$ 0

Nonstatutory Stock Option 12-15-06

$ 32.565

12/16/2013

175,000 ⁽⁵⁾

12/15/2007

12/14/2016

Class A Common Stock

175,000

$ 0

NSO 2007

$ 43.61

12/16/2013

89,470 ⁽⁵⁾

12/14/2008

12/13/2017

Class A Common Stock

89,470

$ 0

Perf Based RSU 3-2-2011

$ 0

12/16/2013

14,432 ⁽⁶⁾

12/31/2013

03/02/2021

Class A Common Stock

25,257

$ 0

Perf Based RSUs 3-2-12

$ 0

12/16/2013

13,202 ⁽⁶⁾

12/31/2014

03/02/2022

Class A Common Stock

23,104

$ 0

Phantom Stock Units

$ 0

12/16/2013

3,246 ⁽⁷⁾

08/08/1988

Class A Common Stock

3,241

$ 0

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HEINEMANN ROBERT C/O BERRY PETROLEUM COMPANY 1999 BROADWAY, SUITE 3700 DENVER, CO 80202			President and CEO

Signatures

Kenneth A Olson under POA for Robert Heinemann		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)	Phantom Stock Units acquired under the Company's Non-Employee Director Deferred Compensation Plan in a transaction exempt under Rule 16b-3(c). Shares of Common Stock are issued under terms of the Plan upon resignation from the board of directors.
(2)	Performance Shares in excess of Target cancelled under the terms of Merger Agreement with Linn Energy at close.
(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 share of Berry Common Stock 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 RSU was 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, 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.
(6)	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.
(7)	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 Phantom Stock Unit was exchanged for 1.68 shares of LinnCo common shares.

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