Stein Randy I Form 4 BILL BARRETT / RANDY I STEIN ownership change

SEC Form 4

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
or Section 30(h) of the Investment Company Act of 1940

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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^*

STEIN RANDY I

(Last) (First) (Middle)

13038 WHISPER CANYON ROAD

(Street)

CASTLE ROCK CO 80108

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BILL BARRETT CORP [ BBG ]

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

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2016

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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	06/01/2016		M(1)		17,221	A	$0	39,805	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 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: 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
2015 Annual RSU Grant	(2)	06/01/2016		M(1)			17,221	(3)	(3)	Common Stock	17,221	$0	0	D
2016 Annual RSU Grant	(2)	06/01/2016		A		17,556		(4)	(4)	Common Stock	17,556	$0	17,556	D

Explanation of Responses:

1. Represents the settlement in the form of the Issuer's common stock upon vesting of restricted common stock units ("RSUs") previously granted to the reporting person on June 1, 2015.

2. Each RSU represents a contingent right to receive one share of common stock.

3. Each director who is not an employee of the Company (an "Outside Director") is entitled to an annual equity grant in the form of restricted common stock units ("RSUs") pursuant to the Issuer's 2012 Equity Incentive Plan (the "2012 Plan"). RSUs representing shares of common stock having a fair market value of $150,000 determined in accordance with the 2012 Plan will be granted to each Outside Director on June 1 of each year (the "Date of Grant"), commencing with June 1, 2015. All RSUs will vest on the earlier to occur of the first anniversary of the Date of Grant or such date that the Outside Director ceases to be a director other than as a result of removal from office. The RSUs will be settled by the delivery of shares of common stock on the later of the vesting date or such later date elected by the Outside Director in accordance with the RSU agreement.

4. Each director who is not an employee of the Company (an "Outside Director") is entitled to an annual equity grant in the form of restricted common stock units ("RSUs") pursuant to the Issuer's 2012 Equity Incentive Plan (the "2012 Plan"). RSUs representing shares of common stock having a fair market value of $125,000 determined in accordance with the 2012 Plan will be granted to each Outside Director on June 1 of each year (the "Date of Grant"), commencing with June 1, 2016. All RSUs will vest on the earlier to occur of the first anniversary of the Date of Grant or such date that the Outside Director ceases to be a director other than as a result of removal from office. The RSUs will be settled by the delivery of shares of common stock on the later of the vesting date or such later date elected by the Outside Director in accordance with the RSU agreement.

Remarks:

	Kenneth A. Wonstolen, as Attorney-in-Fact	06/02/2016
	** 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).
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