Form 4 FOSTER WHEELER LTD For: Dec 31 Filed by: Wardlaw David (10K)

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL

OMB Number:		3235-0287
Expires:	February 28, 2011
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^*

Wardlaw David

(Last)

(First)

(Middle)

C/O FOSTER WHEELER LTD., MAILING: PERRYVILLE CORPORATE PARK

(Street)

CLINTON

08809-4000

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
FOSTER WHEELER LTD [FWLT]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
VP-Project Risk Management Grp

3. Date of Earliest Transaction (Month/Day/Year)
12/31/2008

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)
1.Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares	12/31/2008		M		1,082	A	$ 0	1,718 ⁽¹⁾	D
Common Shares	12/31/2008		M		464	A	$ 0	2,182	D
Common Shares	12/31/2008		S⁽²⁾		384	D	$ 23.98	1,798	D
Common Shares	12/31/2008		S⁽²⁾		144	D	$ 23.99	1,654	D
Common Shares	12/31/2008		S⁽²⁾		111	D	$ 24.03	1,543	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 (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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Restricted Stock Units (Right to Acquire)

⁽³⁾

12/31/2008

464

12/31/2008⁽⁴⁾

12/31/2010⁽⁴⁾

Common Shares

464

⁽⁵⁾

928 ⁽⁶⁾

Restricted Stock Units (Right to Acquire)

⁽³⁾

12/31/2008

1,082

12/31/2007⁽⁷⁾

12/31/2009⁽⁷⁾

Common Shares

1,082

⁽⁵⁾

1,082 ⁽⁸⁾

Explanation of Responses:

1. Effective January 22, 2008, the common shares of Foster Wheeler Ltd. split 2-for-1, resulting in an increase in the balance of the reporting person's ownership position by 318 common shares respectively.

2. The sales reported in this Form 4 were effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on August 21, 2008.

3. 1-for-1

4. Granted pursuant to Foster Wheeler Ltd. Omnibus Incentive Plan. The restricted units vested as to one-third of the shares on December 31, 2008, one-third of the shares on December 31, 2009, and the remaining one-third of the shares on December 31, 2010. Upon vesting, common shares will be issued on a one-for-one basis.

5. Not applicable.

6. These restricted stock units, with the same vesting provisions, were reported as covering 696 restricted stock units, were adjusted by an additional 696 restricted stock units to reflect the 2-for-1 stock split that occurred effective January 22, 2008.

7. Granted pursuant to Foster Wheeler Ltd. Omnibus Incentive Plan. The restricted stock units vest as to one-third of the shares on December 31, 2007, one-third of the shares on December 31, 2008, and one-third of the shares on December 31, 2009. Upon vesting, common shares will be issued on a one-for-one basis.

8. These restricted stock units, with the same vesting provisions, were previously reported as covering 1,082 restricted stock units, were adjusted by an additional 1,082 restricted stock units to reflect the 2-for-1 stock split that occurred effective January 22, 2008.

	/s/ John A. Doyle, Jr., by Power of atty.	01/05/2009
	** Signature of Reporting Person	Date
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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

Add to Delicious

Digg It

Send by Email

View Comments (0)

Post Comment