FLUOR CORP — Director's Dealing 2012

Aug 6, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: FLUOR CORP (FLR)
CIK: 0001124198
Period of Report: 2012-08-03

Reporting Person: SULTAN NADER HAMAD (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-08-03	Common Stock	F	90	$52.20	Disposed	3694	Direct
2012-08-03	Common Stock	M	200	$0.00	Acquired	3894	Direct
2012-08-03	Common Stock	F	60	$52.20	Disposed	3834	Direct
2012-08-03	Common Stock	D	140	$52.20	Disposed	3694	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-08-03	Restricted stock units	$	M	200	Disposed		Common Stock (200)	Direct

Footnotes

F1: In connection with the vesting of 300 shares of restricted stock and 200 restricted stock units held by the Reporting Person on 8/3/12, the Issuer has withheld 90 shares of common stock and 60 restricted stock units to satisfy the resulting tax withholding obligation. The withholding of these shares and units occurred automatically upon the vesting of the restricted stock and units, and as such, no investment decision was made by the Reporting Person in connection with this transfer.

F2: Each restricted stock unit represents a contingent right to receive the cash value of one share of Fluor common stock.

F3: The units vest in five equal annual installments beginning on 8/3/09.