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SEC FORM 4 SEC Form 4
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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X
 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*
BUSCH RALPH B III
(Last) (First) (Middle)
C/O BERRY PETROLEUM COMPANY
1999 BROADWAY, SUITE 3700
(Street)
DENVER CO 80202
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BERRY PETROLEUM CO [ BRY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
12/16/2013
4. If Amendment, Date of 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
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)
Code V Amount (A) or (D) Price
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
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
RSU 12-16-2013 $0 12/16/2013 M 2,479(1) 12/16/2013 12/31/2013 Class A Common Stock 2,479 $0 2,479 D
2007 Restricted Stock Unit $0 12/16/2013 D 792(3) 01/01/2008 12/13/2017 Class A Common Stock 792 $0 0 D
March 2 2012 Director RSU Grant $0 12/16/2013 D 2,231(4) 03/02/2012 03/02/2022 Class A Common Stock 2,231 $0 0 D
March 2011 Director RSU $0 12/16/2013 D 2,499(4) 03/02/2011 03/02/2021 Class A Common Stock 2,499 $0 0 D
March 4, 2013 Director RSU Grant $0 12/16/2013 D 2,629(4) 03/04/2013 03/04/2023 Class A Common Stock 2,629 $0 0 D
Nonstatutory Stock Option 12-15-05 $30.645 12/16/2013 D 10,000(5) 12/15/2005 12/15/2015 Class A Common Stock 10,000 $0 0 D
Nonstatutory Stock Option 12-15-06 $32.565 12/16/2013 D 10,000(5) 12/15/2006 12/14/2016 Class A Common Stock 10,000 $0 0 D
Nonstatutory Stock Options 12-2-04 $21.77 12/16/2013 D 10,000(5) 12/02/2004 12/02/2014 Class A Common Stock 10,000 $0 0 D
NSO 2007 $43.61 12/16/2013 D 3,956(5) 12/14/2007 12/13/2017 Class A Common Stock 3,956 $0 0 D
Phantom Stock Units $0 12/16/2013 D 48,768(6) 08/08/1988 08/08/1988 Class A Common Stock 48,260 $0 0 D
RSU 12-16-2013 $0 12/16/2013 D 2,479(4) 12/16/2013 12/31/2013 Class A Common Stock 2,479 $0 0 D
Explanation of Responses:
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.
Kenneth A Olson under POA for Ralph Busch 12/20/2013
** 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.
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