Statement of Changes in Beneficial Ownership (4)
20 Janeiro 2015 - 1:16PM
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
*
Amec Foster Wheeler plc
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2. Issuer Name
and
Ticker or Trading Symbol
FOSTER WHEELER AG
[
FWLT
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
__
X
__ 10% Owner
_____ Officer (give title below)
_____ Other (specify below)
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(Last)
(First)
(Middle)
BOOTHS PARK, CHELFORD ROAD, KNUTSFORD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/19/2015
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(Street)
CHESHIRE, X0 WA16 8QZ
(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)
___ Form filed by One Reporting Person
_
X
_ 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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Registered Shares, par value CHF 3 per share
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1/19/2015
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P
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4731080
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A
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(1)
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100126791
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I
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By AMEC International Investments B.V.
(2)
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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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Explanation of Responses:
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(
1)
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On January 19, 2015, these shares of Foster Wheeler AG were acquired for a combination of $16.00 cash and either (i) 0.8998 Amec Foster Wheeler plc ordinary shares or (ii) 0.8998 Amec Foster Wheeler plc American depositary shares ("ADSs") pursuant to a squeeze-out merger ("Squeeze-Out Merger"). The closing price of Amec Foster Wheeler plc shares on January 16, 2015 was GBP 8.03. The closing price of Amec Foster Wheeler plc ADSs on January 16, 2015 was $12.13.
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(
2)
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The shares are beneficially held by AMEC International Investments B.V., which is a direct wholly-owned subsidiary of Amec Foster Wheeler plc and is the beneficial owner of the shares purchased in the Squeeze-Out Merger. The shares may also be deemed to be indirectly beneficially owned by Amec Foster Wheeler plc.
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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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Amec Foster Wheeler plc
BOOTHS PARK, CHELFORD ROAD
KNUTSFORD
CHESHIRE, X0 WA16 8QZ
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X
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AMEC International Investments B.V.
FACILITY POINT, MEANDER 251
ARNHEM, P7 6825 MC
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X
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Signatures
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/s/ Alison Yapp, General Counsel & Company Secretary, on behalf of Amec Foster Wheeler plc
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1/20/2015
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**
Signature of Reporting Person
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Date
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/s/ Gert Stam, director, on behalf of AMEC International Investments B.V.
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1/20/2015
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**
Signature of Reporting Person
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Date
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/s/ Alan Dick, director, on behalf of AMEC International Investments B.V.
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1/20/2015
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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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