KBR, INC. — Director's Dealing 2012

Mar 5, 2012

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: KBR, INC. (KBR)
CIK: 0001357615
Period of Report: 2011-02-22

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2012-02-22	Common Stock	A	9855	—	Acquired	229194	Direct
2012-02-22	Common Stock	A	6437	—	Acquired	235631	Direct
2012-02-22	Common Stock	A	7079	—	Acquired	242710	Direct
2012-02-22	Common Stock	A	4457	—	Acquired	247167	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2012-02-22	Stock Options	$12.49	A	20711	Acquired	2019-03-04	Common Stock (20711)	Direct
2012-02-22	Stock Options	$21.19	A	31234	Acquired	2020-03-10	Common Stock (31234)	Direct
2012-02-22	Stock Options	$33.65	A	26009	Acquired	2021-03-09	Common Stock (26009)	Direct

Footnotes

F1: On March 3, 2008, the reporting person was granted restricted stock units that convert to common stock at a 1-to-1 ratio and vest 20% on each anniversary of the grant date, with each vesting subject to the Company having positive net income in the prior year. This portion represents the 20% that has satisfied the positive net income requirement for 2011.

F2: On March 4, 2009, the reporting person was granted restricted stock units that convert to common stock at a 1-to-1 ratio and vest 20% on each anniversary of the grant date, with each vesting subject to the Company having positive net income in the prior year. This portion represents the 20% that has satisfied the positive net income requirement for 2011.

F3: On March 10, 2010, the reporting person was granted restricted stock units that convert to common stock at a 1-to-1 ratio and vest 20% on each anniversary of the grant date, with each vesting subject to the Company having positive net income in the prior year. This portion represents the 20% that has satisfied the positive net income requirement for 2011.

F4: On March 9, 2011, the reporting person was granted restricted stock units that convert to common stock at a 1-to-1 ratio and vest 20% on each anniversary of the grant date, with each vesting subject to the Company having positive net income in the prior year. This portion represents the 20% that has satisfied the positive net income requirement for 2011.

F5: On March 4, 2009, the reporting person was granted options that 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 with each vesting subject to the Company having positive net income in the prior year. This represents the portion that has satisfied the positive net income requirement for 2011.

F6: On March 10, 2010, the reporting person was granted options that 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 with each vesting subject to the Company having positive net income in the prior year. This represents the portion that has satisfied the positive net income requirement for 2011.

F7: On March 9, 2011, the reporting person was granted options that 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 with each vesting subject to the Company having positive net income in the prior year. This represents the portion that has satisfied the positive net income requirement for 2011.