Kershaw Michael J. 4

4 · SHAW GROUP INC · Filed Jan 5, 2011

Form 4

Period: 2011-01-03

See Below

Transactions

Exercise/Conversion
Restricted Stock Units
2011-01-03−757→ 2,273 total
Exercise: $0.00From: 2011-01-01→ Common Stock (2,273 underlying)
Exercise/Conversion
Restricted Stock Units
2011-01-03−336→ 336 total
Exercise: $0.00From: 2009-01-01→ Common Stock (336 underlying)
Exercise/Conversion
Restricted Stock Units
2011-01-03−1,287→ 2,574 total
Exercise: $0.00From: 2010-01-01→ Common Stock (2,574 underlying)
Exercise/Conversion
Common Stock
2011-01-03+5,112→ 9,803 total
Exercise/Conversion
Restricted Stock Units
2011-01-03−2,732→ 2,732 total
Exercise: $0.00From: 2010-01-01→ Common Stock (2,732 underlying)
Tax Payment
Common Stock
2011-01-03$34.67/sh−1,744$60,464→ 8,059 total

Holdings

Employee Stock Option (Right to Buy)
Exercise: $67.19From: 2009-01-01Exp: 2017-12-17→ Common Stock (2,494 underlying)
2,494
Employee Stock Option (Right to Buy)
Exercise: $17.89From: 2010-01-01Exp: 2018-10-31→ Common Stock (8,447 underlying)
8,447
Employee Stock Option (Right to Buy)
Exercise: $30.56From: 2012-01-01Exp: 2020-10-29→ Common Stock (6,892 underlying)
6,892
Employee Stock Option (Right to Buy)
Exercise: $27.79From: 2011-01-01Exp: 2019-10-29→ Common Stock (5,019 underlying)
5,019
Employee Stock Option (Right to Buy)
Exercise: $59.36From: 2008-10-01Exp: 2017-10-01→ Common Stock (5,792 underlying)
5,792
Restricted Stock Units
Exercise: $0.00From: 2012-01-01→ Common Stock (3,444 underlying)
3,444

Footnotes (6)

[F1]On January 3, 2011, the reporting person returned shares of the Issuer's stock to the Company for the purpose of paying withholding taxes due upon the vesting of shares of restricted stock previously awarded to the reporting person.
[F2]The options vest in four (4) equal annual installments beginning on the date indicated in this column.
[F3]Each restricted stock unit represents a contingent right to receive, at Issuer's discretion, either one share of the Issuer's no par value common stock or receive a cash payment equal to the fair market value per share of the Issuer's stock on the vesting date multiplied by the number of restricted stock units which become vested on the vesting date.
[F4]The restricted stock units (RSUs) vest in four (4) equal annual installments beginning on the date indicated in this column.
[F5]The restricted stock units do not have an expiration date.
[F6]The restricted stock units (RSUs) vest in three (3) equal annual installments beginning on the date indicated in this column.

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