Sec Form 4 Filing - CRAWFORD GEORGE T @ BERRY PETROLEUM CO - 2012-01-09

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
FORM 4
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
CRAWFORD GEORGE T
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)
Snr VP of CA Production
(Last) (First) (Middle)
C/O BERRY PETROLEUM COMPANY, 5201 TRUXTUN AVE.
3. Date of Earliest Transaction (MM/DD/YY)
01/09/2012
(Street)
BAKERSFIELD, CA93309
4. If Amendment, Date Original Filed (MM/DD/YY)
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
Class A Common Stock 4,195 I Held in 401(k) Plan
Class A Common Stock 01/09/2012 M 951 ( 5 ) A $ 44.395 2,920 D
Class A Common Stock 01/10/2012 S 331 ( 7 ) D $ 44.841 2,589 D
Class A Common Stock 01/10/2012 S 4 ( 7 ) D $ 44.8434 2,585 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 Shares
Nonstatutory Stock Option 12-15-05 $ 30.645 12/15/2006 12/15/2015 Class A Common Stock 20,000 20,000 D
Nonstatutory Stock Option 12-15-06 $ 32.565 12/15/2007 12/14/2016 Class A Common Stock 20,000 20,000 D
NSO 2007 $ 43.61 12/14/2008 12/13/2017 Class A Common Stock 14,279 14,279 D
2008 Restricted Stock Units ( 1 ) $ 0 ( 2 ) 12/12/2009( 3 ) 12/11/2018( 4 ) Class A Common Stock 26,667 26,667 D
2009 Restricted Stock Units $ 0 12/11/2010 12/11/2019 Class A Common Stock 19,594 19,594 D
Perf Based RSUs 3-16-10 $ 0 12/31/2012 12/31/2012 Class A Common Stock 8,261 8,261 D
March 2011 Employee RSU Grant $ 0 03/02/2012 03/02/2021 Class A Common Stock 6,444 6,444 D
Non-Statutory Stock Option 3-3-2011 - $48.50 $ 48.5 03/02/2012 03/02/2021 Class A Common Stock 7,395 7,395 D
Perf Based RSU 3-2-2011 $ 0 12/31/2013 03/02/2021 Class A Common Stock 5,637 5,637 D
2007 Restricted Stock Unit $ 0 01/09/2012 M 951 ( 6 ) 12/14/2008 12/13/2017 Class A Common Stock 951 $ 0 3,808 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CRAWFORD GEORGE T
C/O BERRY PETROLEUM COMPANY
5201 TRUXTUN AVE.
BAKERSFIELD, CA93309
Snr VP of CA Production
Signatures
Kenneth A Olson under POA for George Crawford 01/10/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )1 for 1
( 2 )Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock
( 3 )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.
( 4 )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.
( 5 )Issuance of shares from previous RSU grant based on meeting terms and timing of deferral election.
( 6 )Issuance of 20% of RSU shares per deferral election in place at date of grant.
( 7 )Shares sold to cover tax liability of issuance of deferred RSU shares.

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.