Sec Form 4 Filing - BUSCH RALPH B III @ BERRY PETROLEUM CO - 2012-11-15

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 BUSCH RALPH B III 2. Issuer Name and Ticker or Trading Symbol BERRY PETROLEUM CO [ BRY] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O BERRY PETROLEUM COMPANY, 1999 BROADWAY, SUITE 3700 3. Date of Earliest Transaction (MM/DD/YY) 11/15/2012 (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 70,000 I As Co-Trustee of Charitable Trust Class A Common Stock 123,500 I As Co-Trustee of Union Bank Trust Shares Class A Common Stock 6,500 I Busch Family Foundation Class A Common Stock 26,824 I As Custodian for Minor Children Class A Common Stock 11/15/2012 M 10,000 ( 5 ) A $ 8.07 139,452 D Class A Common Stock 11/15/2012 S 800 D $ 30.8188 138,652 D Class A Common Stock 11/15/2012 S 700 D $ 30.84 137,952 D Class A Common Stock 11/15/2012 S 923 D $ 30.8433 137,029 D Class A Common Stock 11/15/2012 S 200 D $ 30.845 136,829 D Class A Common Stock 11/15/2012 S 600 D $ 30.85 136,229 D Class A Common Stock 11/15/2012 S 100 D $ 30.855 136,129 D Class A Common Stock 11/15/2012 S 300 D $ 30.86 135,829 D Class A Common Stock 11/15/2012 S 400 D $ 30.87 135,429 D Class A Common Stock 11/15/2012 S 300 D $ 30.875 135,129 D Class A Common Stock 11/15/2012 S 400 D $ 30.88 134,729 D Class A Common Stock 11/15/2012 S 100 D $ 30.885 134,629 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 Options 12-2-03 $ 9.61 12/02/2003 12/02/2013 Class A Common Stock 10,000 10,000 D Nonstatutory Stock Options 12-2-04 $ 21.77 12/02/2004 12/02/2014 Class A Common Stock 10,000 10,000 D Nonstatutory Stock Option 12-15-05 $ 30.645 12/15/2005 12/15/2015 Class A Common Stock 10,000 10,000 D Phantom Stock Units ( 1 ) $ 0 ( 1 ) 08/08/1988( 2 ) 08/08/1988( 2 ) Class A Common Stock 46,457 46,457 D Nonstatutory Stock Option 12-15-06 $ 32.565 12/15/2006 12/14/2016 Class A Common Stock 10,000 10,000 D 2007 Restricted Stock Unit ( 1 ) $ 0 ( 3 ) 01/01/2008( 4 ) 12/13/2017 Class A Common Stock 1,056 1,056 D NSO 2007 $ 43.61 12/14/2007 12/13/2017 Class A Common Stock 3,956 3,956 D March 2011 Director RSU ( 1 ) $ 0 ( 3 ) 03/02/2011( 4 ) 03/02/2021 Class A Common Stock 2,499 2,499 D March 2 2012 Director RSU Grant $ 0 03/02/2012 03/02/2022 Class A Common Stock 2,231 2,231 D Nonstatutory Stock Options 12-2-02 $ 8.07 11/15/2012 M 10,000 ( 5 ) 12/02/2002 12/02/2012 Class A Common Stock 10,000 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other BUSCH RALPH B III C/O BERRY PETROLEUM COMPANY 1999 BROADWAY, SUITE 3700 DENVER, CO80202 X Signatures Kenneth A Olson under POA for Ralph Busch 11/15/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )1 for 1 ( 2 )Phantom Stock Units acquired under the Company's Non-Employee Director Deferred Compensation Plan in a transaction exempt under Rule 16b-3(c). Shares of Common Stock are issued under terms of the Plan upon resignation from the board of directors. ( 3 )Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock ( 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 )Options exercised and shares sold under a 10b5-1 Plan established by filer.

Remarks: Options exercised and shares sold under a 10b5-1 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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