Edgar Filing: HEINEMANN ROBERT

Ownership Submission

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 OF SECURITIES

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

HEINEMANN ROBERT

2. Issuer Name and Ticker or Trading Symbol
BERRY PETROLEUM CO [BRY]

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

__X__ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President and CEO

(Last)

(First)

(Middle)

C/O BERRY PETROLEUM COMPANY, 5201 TRUXTUN AVE., SUITE 300

3. Date of Earliest Transaction (Month/Day/Year)
06/23/2006

(Street)

BAKERSFIELD, CA 93309

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
Class A Common Stock								2,000	D
Class A Common Stock	06/23/2006		J	V	609 ⁽⁶⁾	A	$ 0	3,541	I	Held in 401(k) Plan

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Phantom Stock Units ⁽²⁾

$ 0 ⁽¹⁾

08/08/1988⁽²⁾

Class A Common Stock

3,000

Non-Statutory Stock Option (NSO) ⁽³⁾

$ 8.07

06/23/2006

J⁽⁸⁾

10,000

12/02/2002

12/02/2012

Class A Common Stock

10,000

$ 0 ⁽⁸⁾

Non-Statutory Stock Option (NSO) ⁽³⁾

$ 8.07

06/23/2006

J⁽⁸⁾

10,000

12/02/2002

12/02/2012

Class A Common Stock

10,000

$ 0 ⁽⁸⁾

10,000

Non-Statutory Stock Option (NSO) ⁽³⁾

$ 9.61

06/23/2006

J⁽⁸⁾

10,000

12/02/2003

12/02/2013

Class A Common Stock

10,000

$ 0 ⁽⁸⁾

Non-Statutory Stock Option (NSO) ⁽³⁾

$ 9.61

06/23/2006

J⁽⁸⁾

10,000

12/02/2003

12/02/2013

Class A Common Stock

10,000

$ 0 ⁽⁸⁾

10,000

Non-Statutory Stock Option (NSO) ⁽³⁾

$ 14.375

06/23/2006

J⁽⁸⁾

200,000

06/16/2005

06/16/2014

Class A Common Stock

200,000

$ 0 ⁽⁸⁾

Non-Statutory Stock Option (NSO) ⁽³⁾

$ 14.375

06/23/2006

J⁽⁸⁾

200,000

06/16/2005

06/16/2014

Class A Common Stock

200,000

$ 0 ⁽⁸⁾

200,000

Non-Statutory Stock Option (NSO) ⁽³⁾

$ 21.58

06/23/2006

J⁽⁸⁾

130,000

11/23/2005

11/23/2014

Class A Common Stock

130,000

$ 0 ⁽⁸⁾

Non-Statutory Stock Option (NSO) ⁽³⁾

$ 21.58

06/23/2006

J⁽⁸⁾

130,000

11/23/2005

11/23/2014

Class A Common Stock

130,000

$ 0 ⁽⁸⁾

130,000

Non-Statutory Stock Option (NSO) ⁽³⁾

$ 30.645

12/15/2006⁽⁷⁾

12/15/2015

Class A Common Stock

150,000

Restricted Stock Units (RSU) ⁽⁴⁾

$ 0 ⁽⁴⁾

⁽⁵⁾⁽⁹⁾

Class A Common Stock

20,000

Restricted Stock Units (RSU) ⁽⁴⁾

$ 0 ⁽⁴⁾

06/23/2006

161,300

⁽¹⁰⁾

Class A Common Stock

161,300

$ 0

161,300

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
HEINEMANN ROBERT C/O BERRY PETROLEUM COMPANY 5201 TRUXTUN AVE., SUITE 300 BAKERSFIELD, CA 93309	X		President and CEO

Signatures

Kenneth A. Olson under POA for Robert F. Heinemann		06/23/2006
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	1 for 1
(2)	Phantom Stock Units acquired under the Company's Non-Employee Director Deferred Stock and Compensation Plan in a transaction exempt under Rule 16b-3(c). Shares are issued under the terms of the Plan upon resignation from the Board.
(3)	NSO - Right to buy Berry Petroleum Company Class A Common Stock
(4)	Each RSU represents a contingent right to receive one share of Berry Petroleum Company Class A Common Stock
(5)	The restricted stock units vest in four equal annual installments beginning December 15, 2006. Shares of Class A Common Stock will be delivered to the reporting person at the time of vesting.
(6)	Between April 1, 2006 and June 23, 2006 the reporting person acquired shares of Berry Petroleum Company Common Stock in the Company's 401(k) Plan. All transactions were at market value and were non-discretionary.
(7)	On June 23, 2006, the vesting provision was amended such that under certain terminations of service of the reporting person, the unvested stock options shall become fully vested.
(8)	The reported disposition and acquisition transactions involving this instrument involved an amendment of the outstanding option resulting for purposes of Section 16 of the Securities Exchange Act of 1934 in the deemed cancellation of the "old" option and grant of a replacement option. The replacement option provides that under certain terminations of service of the reporting person, the replacement option shall remain exercisable longer than the period provided for under the terms of the "old option". The replacement option also amended the vesting provision such that under certain terminations of service of the reporting person, the unvested stock options shall become fully vested.
(9)	On June 23, 2006, the vesting provision was amended such that under certain terminations of service of the reporting person, the unvested RSUs shall become fully vested.
(10)	The restricted stock units vest in one installment on January 31, 2010 provided that the reporting person continues to serve as CEO on such date, or earlier under certain conditions.

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