Sec Form 4 Filing - Masterman Andrew @ PRECISION CASTPARTS CORP - 2016-01-29

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 Masterman Andrew 2. Issuer Name and Ticker or Trading Symbol PRECISION CASTPARTS CORP [ PCP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) EVP, Pres. Wyman-Gordon (Last) (First) (Middle) PRECISION CASTPARTS CORP., 4650 SW MACADAM AVENUE, SUITE 400 3. Date of Earliest Transaction (MM/DD/YY) 01/29/2016 (Street) PORTLAND, OR97239 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 Common Stock 01/29/2016 D 327.848 D $ 235 0 D

0 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 Non-Qualified Stock Option (right to buy) $ 226.05 01/29/2016 D 75,000 ( 1 ) 11/12/2024 Common Stock 75,000 $ 8.95 D Non-Qualified Stock Option (right to buy) $ 248.2 01/29/2016 D 40,000 ( 2 ) 11/13/2023 Common Stock 40,000 $ 0 0 D Non-Qualified Stock Option (right to buy) $ 173.3 01/29/2016 D 40,000 ( 3 ) 11/14/2022 Common Stock 40,000 $ 61.7 0 D Non-Qualified Stock Option (right to buy) $ 171.26 01/29/2016 D 10,000 ( 4 ) 04/23/2022 Common Stock 10,000 $ 63.74 0 D Phantom Stock ( 5 ) 01/29/2016 D 1,968.687 ( 6 ) ( 6 ) Common Stock 1,968.687 $ 235 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Masterman Andrew PRECISION CASTPARTS CORP. 4650 SW MACADAM AVENUE, SUITE 400 PORTLAND, OR97239 EVP, Pres. Wyman-Gordon Signatures Jason A. Dalton, Attorney-in-Fact 02/01/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )This option, which vests in four equal annual installments beginning on 11/12/2015, was canceled in the merger of the issuer and a subsidiary of Berkshire Hathaway Inc. (the "Merger") in exchange for the cash payment per share indicated in column 8, which represents the difference between the exercise price of the option and the Merger consideration of $235 per share. ( 2 )This option, which vests in four equal annual installments beginning on 11/13/2014, was canceled in the Merger in exchange for no consideration because the exercise price of the option exceeded the Merger consideration of $235 per share. ( 3 )This option, which vests in four equal annual installments beginning on 11/14/2013, was canceled in the Merger in exchange for the cash payment per share indicated in column 8, which represents the difference between the exercise price of the option and the Merger consideration of $235 per share. ( 4 )This option, which vests in four equal annual installments beginning on 4/23/2013, was canceled in the Merger in exchange for the cash payment per share indicated in column 8, which represents the difference between the exercise price of the option and the Merger consideration of $235 per share. ( 5 )Each Phantom Stock Unit was convertible into one share of PCC common stock. ( 6 )Phantom Stock Units were to be settled in shares of PCC common stock following the reporting person's termination of employment with PCC, but each Phantom Stock Unit is being settled in connection with the Merger for an amount equal to the Merger consideration of $235 per share.

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).

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