SEC Form 4

FORM 4		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 or Section 30(h) of the Investment Company Act of 1940	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
	Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person* Masters J Kent (Last) (First) (Middle) C/O FOSTER WHEELER INC. 53 FRONTAGE ROAD (Street) HAMPTON NJ 08827 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol FOSTER WHEELER AG [ FWLT ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 11/13/2014
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) X Form filed by One Reporting Person Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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 Registered Shares	11/13/2014		U		129,091	D	(1)	0.00	D
Common Registered Shares	11/13/2014		U		86,061	D	(1)	0.00	I	By Spouse

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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: 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)	$20.57	11/13/2014		U			47,014	09/30/2012(2)	11/11/2018(2)	Common Registered Shares	47,014	(3)	0.00	D
Employee Stock Option (Right to Buy)	$23.25	11/13/2014		U			18,317	03/08/2013(4)	03/08/2019(4)	Common Registered Shares	18,317	(3)	0.00	D
Restricted Stock Units (Right to Acquire)	(5)	11/13/2014		U			10,810	03/08/2013(6)	03/08/2015(6)	Common Registered Shares	10,810	(7)	0.00	D
Restricted Stock Units (Right to Acquire)	(5)	11/13/2014		U			67,546	03/08/2014(8)	03/08/2016(8)	Common Registered Shares	67,546	(9)	0.00	D
Restricted Stock Units (Right to Acquire)	(5)	11/13/2014		U			56,976	03/08/2015(10)	03/08/2017(10)	Common Registered Shares	56,976	(11)	0.00	D
Restricted Stock Units (with Performance Goals)	(5)	11/13/2014		U			94,069	(12)	(12)	Common Registered Shares	94,069	(13)	0.00	D
Restricted Stock Units (with Performance Goals)	(5)	11/13/2014		U			48,645	(14)	(14)	Common Registered Shares	48,645	(13)	0.00	D

Explanation of Responses:

1. The reporting person received (as per such person's election) for each common registered share of Foster Wheeler AG tendered to AMEC plc ("AMEC"): (i) $32.00 in cash or (ii) 1.7996 AMEC securities, in the form of AMEC ordinary shares, par value (pound)0.50 per share ("AMEC Shares"), or American Depositary Shares representing such number of AMEC Shares ("AMEC ADSs"), subject in each case to proration and less any taxes required to be withheld.

2. Granted on November 11, 2011 pursuant to Foster Wheeler AG Omnibus Plan. Options fully vest on September 30, 2014 and were to expire on November 11, 2018. Pursuant to the Implementation Agreement by and between Foster Wheeler AG and AMEC, dated February 13, 2014 (as amended from time to time, the "Implementation Agreement") the employee stock options fully vested on the Offer Closing, as defined in the Implementation Agreement.

3. In accordance with the Implementation Agreement this derivative security was satisfied by the delivery of a cash payment calculated by multiplying the number of underlying common registered shares by $31.14 (the Foster Wheeler AG ("FWAG") closing price the day before the tender offer closing), minus the exercise price and applicable withholding taxes.

4. Granted on March 8, 2012 pursuant to Foster Wheeler AG Omnibus Plan (the "Plan"). Options were to fully vest on March 8, 2015 and expire on March 8, 2019. Pursuant to the Implementation Agreement by and between Foster Wheeler AG and AMEC, dated February 13, 2014 (as amended from time to time, the "Implementation Agreement") the unvested employee stock options fully vested on the Offer Closing, as defined in the Implementation Agreement.

5. 1-for-1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common registered shares.

6. Granted on March 8, 2012 pursuant to the Plan. Restricted stock units were to fully vest on March 8, 2015. Pursuant to the Implementation Agreement, the unvested restricted stock units fully vested on the Offer Closing, as defined in the Implementation Agreement.

7. In accordance with the Implementation Agreement, this derivative security was satisfied by the delivery of a cash payment calculated by multiplying the number of underlying common registered shares by $31.14 (the Foster Wheeler AG closing price the day before the tender offer closing), minus applicable withholding taxes.

8. Granted on March 8, 2013 pursuant to the Plan. Restricted stock units were to vest as to one-half of the shares on March 8, 2015 and the remaining one-half of the shares on March 8, 2016.

9. This derivative security was replaced with a restricted stock unit award for AMEC Shares in accordance with the exchange ratio set forth in the Implementation Agreement, which will vest as to one-half of the shares on March 8, 2015 and the remaining one-half of the shares on March 8, 2016. Upon vesting, AMEC Shares will be issued on a one-for-one basis.

10. Granted on March 5, 2014 pursuant to the Foster Wheeler AG Omnibus Incentive Plan. Restricted stock units were to vest as to one-third of the shares on March 8, 2015, one-third of the shares on March 8, 2016 and the remaining one-third of the shares on March 8, 2017.

11. This derivative security was replaced with a restricted stock unit award for AMEC Shares in accordance with the exchange ratio set forth in the Implementation Agreement, which will vest as to one-third of the shares on March 8, 2015, one-third of the shares on March 8, 2016 and the remaining one-third of the shares on March 8, 2017. Upon vesting, AMEC Shares will be issued on a one-for-one basis.

12. Granted on November 11, 2011 pursuant to the Plan. Restricted stock units were to vest if and to the extent Foster Wheeler AG's Compensation and Executive Development (COED) Committee determined that applicable performance goals were met on the later of September 30, 2014 and when such performance goals were certified. Pursuant to the Implementation Agreement, the applicable unvested restricted stock units vested on the Offer Closing, as defined in the Implementation Agreement, to the extent that the Foster Wheeler AG's COED Committee determined that the applicable performance goals had been achieved as at the last practicable measurement date prior to the Offer Closing.

13. In accordance with the Implementation Agreement, the Foster Wheeler AG COED Committee determined that, as of the last practicable measurement date prior to the Offer Closing as defined in the Implementation Agreement, the applicable performance goals had been achieved as to the number of shares reported on this report. These shares were satisfied by the delivery of a cash payment calculated by multiplying the number of underlying common registered shares by $31.14 (the Foster Wheeler AG closing price the day before the tender offer closing), minus applicable withholding taxes.

14. Granted on March 8, 2012 pursuant to the Plan. Restricted stock units were to vest if and to the extent Foster Wheeler AG's Compensation and Executive Development ("COED") Committee determined that applicable performance goals were met on the later of March 8, 2015 and when such performance goals were certified. Pursuant to the Implementation Agreement, the applicable unvested restricted stock units vested on the Offer Closing, as defined in the Implementation Agreement, to the extent that the Foster Wheeler AG COED Committee determined that the applicable performance goals had been achieved as at the last practicable measurement date prior to the Offer Closing, as defined in the Implementation Agreement.

	/s/ John A. Doyle, Jr., by power of atty	11/14/2014
	** Signature of Reporting Person	Date
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