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Share Name | Share Symbol | Market | Type |
---|---|---|---|
Bway Holding Company | NYSE:BWY | NYSE | Ordinary Share |
Price Change | % Change | Share Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 20.00 | 0.00 | 01:00:00 |
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
|
OMB APPROVAL
OMB Number: 3235-0287 Expires: February 28, 2011 Estimated average burden hours per response... 0.5 |
|
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940 |
|
1. Name and Address of Reporting Person
*
Hayford Warren J. |
2. Issuer Name
and
Ticker or Trading Symbol
BWAY Holding CO [ BWY ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__ X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) |
C/O BWAY HOLDING COMPANY, 8607 ROBERTS DRIVE, SUITE 250 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
|
|
ATLANTA, GA 30350 |
4. If Amendment, Date Original Filed
(MM/DD/YYYY)
|
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. Trans. Date | 2A. Deemed Execution Date, if any |
3. Trans. 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 | 6/16/2010 | D (5) | V | 18621.5 | D | $20.00 | 0 | D | ||
Common Stock | 12/9/2009 | G | V | 19669 | D | $0 | 569213 | I | By Trust (4) | |
Common Stock | 5/24/2010 | G | V | 434848 | D | $0 | 163365 | I | By Trust (4) | |
Common Stock | 6/16/2010 | D (5) | V | 163365 | D | $20.00 | 0 | I | By Trust (1) | |
Common Stock | 6/16/2010 | D (5) | V | 175949 | D | $20.00 | 0 | I | By Trust (2) | |
Common Stock | 6/16/2010 | D (4) (5) | V | 347636 | D | $20.00 | 0 | I | By GRATs (3) |
Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities) |
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1. Title of Derivate Security
(Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any |
4. Trans. 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 |
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 of Derivative Security: 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 | ||||||||
Stock Option (right to buy) | $2.96 | 6/16/2010 | D | V | 754074 | 2/7/2003 | 1/28/2012 | Common Stock | 754074 | $17.04 (6) | 0 | D |
Explanation of Responses: | |
( 1) | Shares were held by the Warren J. Hayford Declaration of Trust. The reporting person is the beneficial owner of the shares. |
( 2) | Shares were held by the Hayford Family Trust. The reporting person is the beneficial owner of the shares. |
( 3) | Of the shares disposed of, 47,636 shares were held by the 2009 Hayford Children's Annuity Trust and 300,000 shares were held by the 2009A Hayford Children's Annuity Trust. The annuity trusts are each a grantor retained annuity trust ("GRAT") from which the reporting person receives annual annuity payments (the reporting person is the settlor and the trustee of each GRAT). The reporting person disclaims beneficial ownership of the shares held by the GRATs, except to the extent of his pecuniary interest therein. The 76,636 shares previously reported as held by the 2009 Hayford Children's Annuity Trust were reduced by 29,000 shares that were transferred to the Warren J. Hayford Declaration of Trust. |
( 4) | Shares are held by the Warren J. Hayford Declaration of Trust. The reporting person is the beneficial owner of the shares. On 5/18/10, the 2009 Hayford Children's Annuity Trust distributed 29,000 shares to the Warren J. Hayford Declaration of Trust. |
( 5) | Disposed of pursuant to an agreement and plan of merger among Picasso Parent Company, Inc., Picasso Merger Sub, Inc. and BWAY Holding Company, dated as of March 28, 2010. |
( 6) | This option, which was fully vested, was canceled in the merger in exchange for a cash payment of $12,849,420.96, representing the difference between the exercise price of the option and the merger consideration of $20.00 per share. |
Reporting Owners
|
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Reporting Owner Name / Address |
|
||||
Director | 10% Owner | Officer | Other | ||
Hayford Warren J.
C/O BWAY HOLDING COMPANY 8607 ROBERTS DRIVE, SUITE 250 ATLANTA, GA 30350 |
X |
|
|
|
Signatures
|
||
Jeffrey M. O'Connell, Attorney-in-Fact for Warren J. Hayford | 6/16/2010 | |
** 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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
1 Year Bway Holding Company Chart |
1 Month Bway Holding Company Chart |
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