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
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

Nield Jonathan C. 		2. Issuer Name and Ticker or Trading Symbol

FOSTER WHEELER AG [ 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
(Last)          (First)          (Middle)

C/O FOSTER WHEELER INC., 53 FRONTAGE ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

11/13/2014
(Street)

HAMPTON, NJ 08827
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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    2445.00   D   (1) 0.00   D    

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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)   $23.25   11/13/2014     U         2915.00    3/8/2013   (2) 3/8/2019   (2) Common Registered Shares   2915.00     (3) 0.00   D    
Restricted Stock Units (Right to Acquire)     (4) 11/13/2014     U         572.00    3/8/2013   (5) 3/8/2015   (5) Common Registered Shares   572.00     (6) 0.00   D    
Restricted Stock Units (Right to Acquire)     (4) 11/13/2014     U         1963.00    3/8/2014   (7) 3/8/2016   (7) Common Registered Shares   1963.00     (8) 0.00   D    
Restricted Stock Units (Right to Acquire)     (4) 11/13/2014     U         1937.00    3/8/2015   (9) 3/8/2017   (9) Common Registered Shares   1937.00     (10) 0.00   D    
Restricted Stock Units (with Performance Goals)     (4) 11/13/2014     U         2580.00      (11)   (11) Common Registered Shares   2580.00     (12) 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 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.
( 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)  1-for-1. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common registered shares.
( 5)  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.
( 6)  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.
( 7)  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.
( 8)  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.
( 9)  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.
( 10)  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.
( 11)  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.
( 12)  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.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Nield Jonathan C.
C/O FOSTER WHEELER INC.
53 FRONTAGE ROAD
HAMPTON, NJ 08827

VP- Project Risk Management

Signatures
/s/ John A. Doyle, Jr., by power of atty. 11/14/2014
** 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.
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