Sec Form 4/A Filing - Rossi Christopher @ Dresser-Rand Group Inc. - 2013-02-15

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
Rossi Christopher
2. Issuer Name and Ticker or Trading Symbol
Dresser-Rand Group Inc. [ DRC]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Executive Vice President
(Last) (First) (Middle)
10205 WESTHEIMER, SUITE 1000
3. Date of Earliest Transaction (MM/DD/YY)
02/15/2013
(Street)
HOUSTON, TX77042
4. If Amendment, Date Original Filed (MM/DD/YY)
02/19/2013
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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
Common Stock 02/15/2013 M 1,983 ( 1 ) ( 2 ) A $ 0 29,342 D
Common Stock 02/15/2013 F 525 ( 2 ) D $ 62.19 28,817 D
Common Stock 02/15/2013 S 290 ( 2 ) D $ 62.19 28,527 D
Common Stock 02/15/2013 M 1,471 ( 2 ) ( 3 ) A $ 0 29,998 D
Common Stock 02/15/2013 F 390 ( 2 ) D $ 62.19 29,608 D
Common Stock 02/15/2013 S 214 ( 2 ) D $ 62.19 29,394 D
Common Stock 02/15/2013 M 2,405 ( 2 ) ( 4 ) A $ 0 31,799 D
Common Stock 02/15/2013 F 637 ( 2 ) D $ 62.19 31,162 D
Common Stock 02/15/2013 S 351 ( 2 ) D $ 62.19 30,811 D
Common Stock 02/15/2013 A 2,219 ( 2 ) ( 5 ) A $ 0 33,030 D
Common Stock 02/15/2013 F 588 ( 2 ) D $ 62.19 32,442 D
Common Stock 02/15/2013 S 324 ( 2 ) D $ 62.19 32,118 D
Common Stock 02/15/2013 A 1,605 ( 2 ) ( 6 ) A $ 0 33,723 D
Common Stock 02/15/2013 F 425 ( 2 ) D $ 62.19 33,298 D
Common Stock 02/15/2013 S 234 ( 2 ) D $ 62.19 33,064 D
Common Stock 02/15/2013 A 2,389 ( 2 ) ( 7 ) A $ 0 35,453 D
Common Stock 02/15/2013 F 632 ( 2 ) D $ 62.19 34,821 D
Common Stock 02/15/2013 S 349 ( 2 ) D $ 62.19 34,472 D
Common Stock 02/16/2013 F 656 ( 2 ) D $ 62.19 33,816 D
Common Stock 02/15/2013 S 299 ( 2 ) D $ 62.19 33,517 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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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 Sh ares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Rossi Christopher
10205 WESTHEIMER, SUITE 1000
HOUSTON, TX77042
Executive Vice President
Signatures
/s/ Kelli A. Mowry, Attorney-in-Fact 03/29/2013
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Vesting of restricted stock unit grant dated February 15, 2010 pursuant to the Dresser-Rand Group Inc. 2008 Stock Incentive Plan (the "Plan").
( 2 )The original Form 4, filed with the SEC on behalf of the reporting person on February 19, 2013, erroneously overstated the number of shares of common stock withheld by the Company to satisfy tax withholding obligations in connection with the vesting of restricted stock and restricted stock units and did not reflect the number of shares sold by the reporting person to the Company to cover the tax withholding in excess of the federal required rate in accordance with the 2008 Stock Incentive Plan. This amendment to the original Form 4 corrects these errors and reflects the corrected amount of securities beneficially owned following each reported transaction.
( 3 )Vesting of restricted stock unit grant dated February 15, 2011 pursuant to the Plan.
( 4 )Vesting of restricted stock unit grant dated February 15, 2012 pursuant to the Plan.
( 5 )Represents shares issued in settlement of vesting of performance restricted stock unit grant dated March 15, 2010 pursuant to the Plan.
( 6 )Represents shares issued in settlement of vesting of performance restricted stock unit grant dated February 15, 2011 pursuant to the Plan.
( 7 )Represents shares issued in settlement of vesting of performance restricted stock unit grant dated February 15, 2012 pursuant to the Plan.

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).

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