Sec Form 4 Filing - Wolf David D @ BERRY PETROLEUM CO - 2012-01-09

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

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1. Name and Address of Reporting Person Wolf David D 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 (Last) (First) (Middle) C/O BERRY PETROLEUM COMPANY, 1999 BROADWAY, SUITE 3700 3. Date of Earliest Transaction (MM/DD/YY) 01/09/2012 (Street) DENVER, CO80202 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 5,503 I Held in the Company's 401(k) Plan Class A Common Stock 01/09/2012 M 6,071 ( 4 ) A $ 44.395 32,291 D Class A Common Stock 01/10/2012 S 96 ( 6 ) D $ 44.965 32,195 D Class A Common Stock 01/10/2012 S 700 ( 6 ) D $ 44.97 31,495 D Class A Common Stock 01/10/2012 S 200 ( 6 ) D $ 44.993 31,295 D Class A Common Stock 01/10/2012 S 100 ( 6 ) D $ 45.0111 31,195 D Class A Common Stock 01/10/2012 S 700 ( 6 ) D $ 45.013 30,495 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 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( 2 ) 12/11/2018( 3 ) Class A Common Stock 66,667 66,667 D 2009 Restricted Stock Units ( 1 ) $ 0 12/11/2010( 2 ) 12/11/2019( 3 ) Class A Common Stock 41,053 41,053 D Perf Based RSUs 3-16-10 $ 0 12/31/2012 03/15/2020 Class A Common Stock 18,175 18,175 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 3-3-2011 - $48.50 $ 48.5 03/02/2012 03/02/2021 Class A Common Stock 14,198 14,198 D RSU 8-4-08 $ 0 01/09/2012 M 6,071 ( 5 ) 08/04/2011 08/03/2018 Class A Common Stock 6,071 $ 44.395 24,284 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Wolf David D C/O BERRY PETROLEUM COMPANY 1999 BROADWAY, SUITE 3700 DENVER, CO80202 Exec VP and CFO Signatures Kenneth A. Olson under POA for David D. Wolf 01/11/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )1 for 1 ( 2 )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. ( 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 )Issuance of shares from previous RSU grant based on meeting terms and tim ing of deferral election. ( 5 )Issuance of 20% of RSU shares per deferral election in place at date of grant. ( 6 )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).

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