KBR, INC. — Director's Dealing 2012

Mar 13, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KBR, INC. (KBR)
CIK: 0001357615
Period of Report: 2012-03-12

Reporting Person: BALDWIN DENNIS S (SVP & Chief Accounting Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-03-12	Common Stock	A	1276	—	Acquired	3657	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-03-12	Stock Options	$35.27	A	4644	Acquired	2022-03-07	Common Stock (4644)	Direct

Footnotes

F1: As of March 12, 2012, it was determined that the reporting person is not subject to the same positive net income requirement that applies to the other senior executive officers with respect to the vesting schedule. Accordingly, the reporting person's full March 7, 2012 grant of restricted stock units and stock options is being reported in this report.

F2: Restricted stock units will convert to common stock on a 1-to-1 ratio. These units vest over five years with 20% vesting on the first anniversary of the grant date, and 20% on each anniversary thereafter.

F3: These options vest at a rate of 33 1/3% on the first anniversary, 66 2/3% on the second anniversary and 100% on the third anniversary from the original date of grant.