Sec Form 4 Filing - BERNHARD JAMES M JR @ SHAW GROUP INC - 2012-12-27

Insider filing report for Changes in Beneficial Ownership
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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
BERNHARD JAMES M JR
2. Issuer Name and Ticker or Trading Symbol
SHAW GROUP INC [ SHAW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chairman, CEO and President
(Last) (First) (Middle)
4171 ESSEN LANE
3. Date of Earliest Transaction (MM/DD/YY)
12/27/2012
(Street)
BATON ROUGE, LA70809
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 12/27/2012 S 988,247 ( 1 ) D $ 46.41 143,356 ( 2 ) D
Common Stock 12/28/2012 M 304,000 A $ 11.2 447,356 D
Common Stock 12/28/2012 M 232,800 A $ 12.66 680,156 D
Common Stock 12/28/2012 M 206,000 A $ 20.76 886,156 D
Common Stock 12/28/2012 M 206,991 A $ 26.7 1,093,147 D
Common Stock 12/28/2012 M 170,153 A $ 17.89 1,263,300 D
Common Stock 12/28/2012 M 73,712 A $ 27.79 1,337,012 D
Common Stock 12/28/2012 M 40,489 A $ 30.56 1,377,501 D
Common Stock 12/28/2012 S 1,831 D $ 46.2 1,375,670 D
Common Stock 12/28/2012 S 13,443 D $ 46.21 1,362,227 D
Common Stock 12/28/2012 S 2,500 D $ 46.22 1,359,727 D
Common Stock 12/28/2012 S 8,600 D $ 46.23 1,351,127 D
Common Stock 12/28/2012 S 100 D $ 46.232 1,351,027 D
Common Stock 12/28/2012 S 400 D $ 46.235 1,350,627 D
Common Stock 12/28/2012 S 24,826 D $ 46.24 1,325,801 D
Common Stock 12/28/2012 S 2,000 D $ 46.242 1,323,801 D
Common Stock 12/28/2012 S 1,600 D $ 46.245 1,322,201 D
Common Stock 12/28/2012 S 45,521 D $ 46.25 1,276,680 D
Common Stock 12/28/2012 S 100 D $ 46.252 1,276,580 D
Common Stock 12/28/2012 S 100 D $ 46.2525 1,276,480 D
Common Stock 12/28/2012 S 5,853 D $ 46.255 1,270,627 D
Common Stock 12/28/2012 S 11,059 D $ 46.26 1,259,568 D
Common Stock 12/28/2012 S 14,624 D $ 46.27 1,244,944 D
Common Stock 12/28/2012 S 4,400 D $ 46.2718 1,240,544 D
Common Stock 12/28/2012 S 3,900 D $ 46.275 1,236,644 D
Common Stock 12/28/2012 S 14,800 D $ 46.28 1,221,844 D
Common Stock 12/28/2012 S 500 D $ 46.285 1,221,344 D
Common Stock 12/28/2012 S 1,476 D $ 46.2859 1,219,868 D
Common Stock 12/28/2012 S 24,600 D $ 46.29 1,195,268 D
Common Stock 12/28/2012 S 500 D $ 46.291 1,194,768 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
Employee Stock Option (Right to Buy) $ 11.2 12/28/2012 M 304,000 10/10/2004 10/10/2013 Common Stock 304,000 ( 3 ) 0 D
Employee Stock Option (Right to Buy) $ 12.66 12/28/2012 M 232,800 10/13/2005 10/13/2014 Common Stock 232,800 ( 4 ) 0 D
Employee Stock Option (Right to Buy) $ 20.76 12/28/2012 M 206,000 10/13/2006 10/13/2015 Common Stock 206,000 ( 5 ) 0 D
Employee Stock Option (Right to Buy) $ 26.7 12/28/2012 M 206,991 11/01/2007 11/01/2016 Common Stock 206,991 ( 6 ) 0 D
Employee Stock Option (Right to Buy) $ 67.19 01/01/2009( 7 ) 12/07/2017 Common Stock 72,130 72,130 D
Employee Stock Option (Right to Buy) $ 17.89 12/28/2012 M 170,153 01/01/2010 10/31/2018 Common Stock 170,153 ( 8 ) 56,718 D
Employee Stock Option (Right to Buy) $ 27.79 12/28/2012 M 73,712 01/01/2011 10/29/2019 Common Stock 73,712 ( 9 ) 73,713 D
Employee Stock Option (Right to Buy) $ 30.56 12/28/2012 M 40,489 01/01/2012 10/29/2020 Common Stock 40,489 ( 10 ) 121,470 D
Restricted Stock Units ( 11 ) $ 0 01/01/2010( 12 ) ( 13 ) Common Stock 34,568 34,568 D
Restricted Stock Units ( 11 ) $ 0 01/01/2011( 12 ) ( 13 ) Common Stock 44,507 44,507 D
Restricted Stock Units ( 11 ) $ 0 01/01/2012( 12 ) ( 13 ) Common Stock 60,709 60,709 D
Restricted Stock Units ( 11 ) $ 0 11/01/2012( 14 ) ( 13 ) Common Stock 67,384 67,384 D
Restricted Stock Units ( 11 ) $ 0 10/22/2013( 15 ) ( 13 ) Common Stock 55,914 55,914 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
BERNHARD JAMES M JR
4171 ESSEN LANE
BATON ROUGE, LA70809
X Chairman, CEO and President
Signatures
/s/ J. M. Bernhard, Jr., pursuant to a Power of Attorney 12/31/2012
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On 12/26/2012, reporting person transferred 988,247 shares from his Merrill Lynch account to his Morgan Stanley account. Then on 12/27/2012, reporting person sold the 988,247 shares.
( 2 )On 12/27/20112, reporting person transferred 143,356 shares from his Merrill Lynch account to his Morgan Stanley account.
( 3 )The options vest in four (4) equal annual installments beginning on October 10, 2004.
( 4 )The options vest in four (4) equal annual installments beginning on October 13, 2005.
( 5 )The options vest in four (4) equal annual installments beginning on October 13, 2006.
( 6 )The options vest in four (4) equal annual installments beginning on November 1, 2007.
( 7 )The options vest in four (4) equal annual installments beginning on the date indicated in this column.
( 8 )The options vest in four (4) equal annual installments beginning on January 1, 2010.
( 9 )The options vest in four (4) equal annual installments beginning on January 1, 2011.
( 10 )The options vest in four (4) equal annual installments beginning on January 1, 2012.
( 11 )Each restricted stock unit represents a contingent right to receive, at the Issuer's discretion, either one share of the Issuer's no par value common stock or a cash payment equal to the fair market value per share of the Issuer's no par value common stock on the vesting date multiplied by the number of restricted stock units that become vested on the vesting date.
( 12 )The restricted stock units (RSUs) vest in four (4) equal annual installments beginning on the date indicated in this column.
( 13 )The restricted stock units do not have an expiration date.
( 14 )The restricted stock units vest in three (3) annual installments commencing on November 1, 2012, with 33% vesting on November 1, 2012 and November 1, 2013, and 34% vesting on November 1, 2014.
( 15 )The restricted stock units (RSUs) vest in three (3) equal annual installments beginning on the date indicated in this column.

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