Statement of Changes in Beneficial Ownership (4)
30 January 2013 - 9:03AM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
CAPPS THOS E
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2. Issuer Name
and
Ticker or Trading Symbol
SHAW GROUP INC
[
SHAW
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
4171 ESSEN LANE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/25/2013
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(Street)
BATON ROUGE, LA 70809
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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1/25/2013
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M
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1237
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A
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$0.00
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9044
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D
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Common Stock
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1/27/2013
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M
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489
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A
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$0.00
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9533
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option (Right to Buy)
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$55.57
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1/29/2009
(1)
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1/29/2018
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Common Stock
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1922
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1922
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D
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Stock Option (Right to Buy)
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$29.39
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1/28/2010
(1)
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1/28/2019
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Common Stock
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2405
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2405
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D
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Stock Option (Right to Buy)
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$30.17
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1/27/2011
(1)
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1/27/2020
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Common Stock
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2094
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2094
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D
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Stock Option (Right to Buy)
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$38.59
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1/18/2012
(2)
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1/18/2021
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Common Stock
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2060
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2060
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D
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Restricted Stock Units
(3)
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$0.00
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1/27/2013
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M
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489
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1/27/2011
(4)
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(5)
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Common Stock
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489
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$0.00
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0
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D
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Restricted Stock Units
(3)
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$0.00
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1/18/2012
(4)
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(5)
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Common Stock
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472
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472
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D
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Restricted Stock Units
(3)
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$0.00
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1/25/2013
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M
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1237
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1/25/2013
(4)
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(5)
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Common Stock
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1237
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$0.00
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2476
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D
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Explanation of Responses:
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(
1)
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The options vest beginning on the date indicated in this column.
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(
2)
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The options vest in three (3) equal annual installments beginning on the date indicated in this column.
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(
3)
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Each restricted stock unit represents a contingent right to receive, at the Issuer's discretion, either one share of the Issuer's no par value common stock or receive a cash payment equal to the fair market value per share of the Issuer's no par value common stock on the vesting date multiplied by the number of restricted stock units that become vested on the vesting date or a combination of both.
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(
4)
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The restricted stock units (RSUs) vest in three (3) equal annual installments beginning on the date indicated in this column.
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(
5)
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The restricted stock units do not have an expiration date.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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CAPPS THOS E
4171 ESSEN LANE
BATON ROUGE, LA 70809
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X
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Signatures
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/s/ Thos. E. Capps, pursuant to a Power of Attorney
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1/29/2013
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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.
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