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 	  
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*
Ayers William B	

(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)	
VP of Human Resources	
		
	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	03/04/2013		M		1,956	A	$46.05 	15,644	D		
Class A Common Stock	03/04/2013		M		3,093(1) 	A	$46.05 	18,737	D		
Class A Common Stock	03/04/2013		M		1,773(1) 	A	$46.05 	20,510	D		
Class A Common Stock	03/05/2013		S		300	D	$46.39 	20,210	D		
Class A Common Stock	03/05/2013		S		100	D	$46.391 	20,110	D		
Class A Common Stock	03/05/2013		S		104	D	$46.411 	20,006	D		
Class A Common Stock	03/05/2013		S		300	D	$46.412 	19,706	D		
Class A Common Stock	03/05/2013		S		100	D	$46.42 	19,606	D		
Class A Common Stock	03/05/2013		S		700	D	$46.432 	18,906	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					
Non-Statutory Stock Option 5-18-06	$31.615 							05/18/2007	05/17/2016	Class A Common Stock	10,000		10,000	D		
Nonstatutory Stock Option 12-15-06	$32.565 							12/15/2007	12/14/2016	Class A Common Stock	5,000		5,000	D		
NSO 2007	$43.61 							12/14/2008	12/13/2017	Class A Common Stock	6,880		6,880	D		
Non-Statutory Stock Option 3-2-2011 - $48.50	$48.5 							03/02/2014	03/02/2021	Class A Common Stock	2,367		2,367	D		
Perf Based RSUs 3-16-10	$46.05 	03/04/2013		M			1,956(2) 	12/31/2012	12/31/2012	Class A Common Stock	3,004	$46.05 	1,048	D		
Perf Based RSUs 3-16-10	$0 	03/04/2013		M			1,048(3) 	12/31/2012	12/31/2012	Class A Common Stock	3,004	$0 	0	D		
March 2011 Employee RSU Grant	$0 	03/04/2013		M			3,093(1) 	03/02/2012	03/02/2021	Class A Common Stock	3,093	$46.05 	0	D		
2009 Restricted Stock Units	$0 	03/04/2013		M			1,773(1) 	12/11/2010	12/11/2019	Class A Common Stock	7,091	$46.05 	5,318	D		
Explanation of Responses:	
1. Vested shares issued pursuant to Rule 16b-3 plan.	
2. Performance Shares issued pursuant to terms of Award Agreement under Rule 16b-3 Plan.	
3. Performance Shares cancelled in excess of shares issued under terms of Performance Share Plan.	
	Kenneth A. Olson under POA for W. B. Ayers	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.