KBR, INC. — Director's Dealing 2011

Jul 6, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KBR, INC. (KBR)
CIK: 0001357615
Period of Report: 2011-07-01

Reporting Person: Utt William P (Director, CEO and President)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-07-01	Common Stock	S	5299	$37.51	Disposed	257787	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-07-01	Stock Options	$12.49	S	3835	Disposed	2019-03-04	Common Stock (3835)	Direct

Footnotes

F1: This sale is pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on March 18, 2011.

F2: The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $37.34 to $37.78 inclusive.

F3: The reporting person undertakes to provide to KBR Inc., any security holder of KBR Inc., or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold or exercised, as applicable, at each separate price within the ranges set forth in footnotes (2) and (4) to this Form 4.

F4: The price reported in Column 8 is a weighted average price. These shares were sold in multiple transactions at prices from $37.37 to $37.78 inclusive.