- Statement of Changes in Beneficial Ownership (4)
10 Enero 2013 - 4:09PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
CHAPMAN DAVID L SR
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2. Issuer Name
and
Ticker or Trading Symbol
SHAW GROUP INC
[
SHAW
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
See Remarks
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(Last)
(First)
(Middle)
4171 ESSEN LANE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
1/8/2013
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(Street)
BATON ROUGE, LA 70809
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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1/8/2013
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M
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28964
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A
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$17.89
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48639
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D
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Common Stock
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1/8/2013
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M
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18820
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A
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$27.79
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67459
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D
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Common Stock
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1/8/2013
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M
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20675
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A
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$30.56
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88134
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D
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Common Stock
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1/8/2013
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S
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3200
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D
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$46.73
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84934
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D
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Common Stock
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1/8/2013
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S
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700
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D
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$46.735
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84234
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D
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Common Stock
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1/8/2013
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S
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27511
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D
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$46.74
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56723
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D
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Common Stock
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1/8/2013
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S
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300
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D
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$46.7412
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56423
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D
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Common Stock
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1/8/2013
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S
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2260
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D
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$46.745
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54163
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D
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Common Stock
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1/8/2013
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S
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100
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D
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$46.7406
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54063
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D
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Common Stock
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1/8/2013
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S
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100
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D
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$46.7407
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53963
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D
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Common Stock
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1/8/2013
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S
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7000
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D
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$46.72
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46963
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D
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Common Stock
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1/8/2013
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S
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400
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D
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$46.71
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46563
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D
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Common Stock
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1/8/2013
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S
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4225
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D
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$46.76
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42338
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D
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Common Stock
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1/8/2013
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S
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7501
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D
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$46.75
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34837
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D
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Common Stock
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1/8/2013
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S
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200
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D
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$46.7475
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34637
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D
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Common Stock
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1/8/2013
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S
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100
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D
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$46.7529
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34537
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D
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Common Stock
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1/8/2013
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S
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103
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D
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$46.7422
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34434
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D
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Common Stock
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1/8/2013
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S
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200
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D
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$46.7416
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34234
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D
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Common Stock
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1/8/2013
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S
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300
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D
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$46.7483
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33934
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D
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Common Stock
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1/8/2013
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S
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100
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D
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$46.742
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33834
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D
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Common Stock
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1/8/2013
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S
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10375
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D
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$46.77
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23459
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D
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Common Stock
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1/8/2013
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S
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11700
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D
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$46.78
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11759
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D
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Common Stock
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1/8/2013
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S
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9059
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D
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$46.79
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2700
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D
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Common Stock
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1/8/2013
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S
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2000
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D
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$46.80
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700
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D
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Common Stock
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1/8/2013
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S
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200
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D
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$46.795
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500
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D
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Common Stock
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1/8/2013
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S
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200
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D
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$46.7909
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300
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D
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Common Stock
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1/8/2013
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S
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300
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D
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$46.792
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0
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D
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Common Stock
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2482
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I
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By Spouse
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Employee Stock Option (Right to Buy)
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$67.19
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1/1/2009
(1)
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12/7/2017
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Common Stock
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17265
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17265
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D
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Employee Stock Option (Right to Buy)
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$17.89
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1/8/2013
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M
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28964
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1/1/2010
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10/31/2018
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Common Stock
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28964
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(2)
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0
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D
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Employee Stock Option (Right to Buy)
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$27.79
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1/8/2013
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M
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18820
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1/1/2011
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10/29/2019
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Common Stock
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18820
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(3)
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9410
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D
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Employee Stock Option (Right to Buy)
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$30.56
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1/8/2013
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M
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20675
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1/1/2012
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10/29/2020
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Common Stock
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20675
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(4)
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20676
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D
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Restricted Stock Units
(5)
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$0.00
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1/1/2011
(6)
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(7)
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Common Stock
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5682
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5682
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D
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Restricted Stock Units
(5)
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$0.00
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1/1/2012
(6)
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(7)
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Common Stock
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10334
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10334
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D
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Restricted Stock Units
(5)
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$0.00
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11/1/2012
(8)
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(7)
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Common Stock
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17204
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17204
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D
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Restricted Stock Units
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$0.00
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10/22/2013
(9)
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(7)
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Common Stock
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14276
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14276
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D
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Explanation of Responses:
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(
1)
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The options vest in four (4) equal annual installments beginning on the date indicated in this column.
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(
2)
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The options vest in four (4) equal annual installments beginning on January 1, 2010.
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(
3)
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The options vest in four (4) equal annual installments beginning on January 1, 2011.
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(
4)
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The options vest in four (4) equal annual installments beginning on January 1, 2012.
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(
5)
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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.
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(
6)
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The restricted stock units (RSUs) vest in four (4) equal annual installments beginning on the date indicated in this column.
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(
7)
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The restricted stock units have no expiration date.
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(
8)
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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.
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(
9)
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The restricted stock units (RSUs) vest in three (3) equal annual installments beginning on the date indicated in this column.
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Remarks:
Relationship of Reporting Person(s) to Issuer: President of Fabrication and Manufacturing Group
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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CHAPMAN DAVID L SR
4171 ESSEN LANE
BATON ROUGE, LA 70809
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See Remarks
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Signatures
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/s/ David L. Chapman, Sr., pursuant to a Power of Attorney
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1/10/2013
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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