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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| 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^*
Wolf David D

(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) 
| Director | | 10% Owner
X | Officer (give title below) | | Other (specify below)
Exec VP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
03/04/2013

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 | | | | | | | | 9 | I | Held in the Company's 401(k) Plan
Class A Common Stock | 03/04/2013 | | M | | 11,840^(5) | A | $46.05 | 25,415 | D |
Class A Common Stock | 03/05/2013 | | S | | 4,522 | D | $46.261 | 20,893 | D |
Class A Common Stock | 03/05/2013 | | S | | 100 | D | $46.2649 | 20,793 | D |
Class A Common Stock | 03/05/2013 | | S | | 300 | D | $46.265 | 20,493 | 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)
| | | | Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | | | |
RSU 8-4-08^(1) | $0 | | | | | | | 08/04/2011^(2) | 08/03/2018^(3) | Class A Common Stock | 18,213 | | 18,213 | D |
NSO | $41.18 | | | | | | | 08/04/2011 | 08/03/2018 | Class A Common Stock | 89,084 | | 89,084 | D |
2008 Restricted Stock Units^(1) | $0 | | | | | | | 12/12/2009^(4) | 12/11/2018^(3) | Class A Common Stock | 53,334 | | 53,334 | D |
2009 Restricted Stock Units^(1) | $0 | | | | | | | 12/11/2010^(4) | 12/11/2019^(3) | Class A Common Stock | 41,053 | | 41,053 | D |
March 2011 Employee RSU Grant | $0 | | | | | | | 03/02/2012 | 03/02/2021 | Class A Common Stock | 12,372 | | 12,372 | D |
Non-Statutory Stock Option 3-2-2011 - $48.50 | $48.5 | | | | | | | 03/02/2012 | 03/02/2021 | Class A Common Stock | 14,198 | | 14,198 | D |
Perf Based RSU 3-2-2011 | $0 | | | | | | | 12/31/2013 | 03/02/2021 | Class A Common Stock | 10,824 | | 10,824 | D |
March 2, 2012 Employee RSU Grant | $0 | | | | | | | 03/02/2013 | 03/02/2022 | Class A Common Stock | 11,317 | | 11,317 | D |
Non Statutory Stock Option 3-2-12 | $53.02 | | | | | | | 03/02/2013 | 03/02/2022 | Class A Common Stock | 13,358 | | 13,358 | D |
Perf Based RSUs 3-2-12 | $0 | | | | | | | 12/31/2014 | 03/02/2022 | Class A Common Stock | 9,901 | | 9,901 | D |
March 4, 2013 Employee RSU Grant^(1) | $0^(6) | 03/04/2013 | | M | | 32,574^(7) | | 03/04/2014 | 03/04/2023 | Class A Common Stock | 32,574 | $0 | 32,574 | D |
Perf Based RSUs 3-16-10 | $0 | 03/04/2013 | | M | | | 11,840^(5) | 12/31/2012 | 03/15/2020 | Class A Common Stock | 18,175 | $46.05 | 6,335 | D |
Perf Based RSUs 3-16-10 | $0 | 03/04/2013 | | M | | | 6,335^(8) | 12/31/2012 | 03/15/2020 | Class A Common Stock | 18,175 | $0 | 0 | D |
Explanation of Responses:
1. 1 for 1
2. Restricted Stock Units vest 100% 3 years after date of grant but are subject to a deferral election.
3. The RSU is subject to a deferral election. Shares of Class A Common Stock will be delivered to the reporting person as per the terms of the deferral election.
4. The RSU granted vest 25% per year beginning one year after grant but the receipt of shares are subject to a deferral period which is generally at least four years from grant date as per the deferral election.
5. Performance Shares issued pursuant to terms of Award Agreement under Rule 16b-3 Plan.
6. Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock
7. Grant of Restricted Stock Unit (RSU) under the Company's 2010 Equity Incentive Plan in a transaction exempt under Rule 16b-3(c). RSUs vest 25% per year from date of grant.
8. Performance Shares cancelled in excess of shares issued under terms of Performance Share Plan.
| Kenneth A. Olson under POA for David D. Wolf | 03/06/2013
| ** 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.
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.