SEC Info℠  
    Home      Search      My Interests      Help      Sign In      Please Sign In

Kelso GP VI LLC, et al. – ‘4’ for 6/16/10 re: BWAY Holding Co.

On:  Thursday, 6/17/10, at 5:34pm ET   ·   For:  6/16/10   ·   As:  Director and 10% Owner   ·   Accession #:  1181431-10-33713   ·   File #:  1-33527

Previous ‘4’:  ‘4’ on 5/3/10 for 4/29/10   ·   Next & Latest:  ‘4’ on / for 7/2/10

Find Words in Filings emoji
 		  in    Show  and   ↓Hints

  As Of               Filer                 Filing    For·On·As Docs:Size             Issuer                      Filing Agent

 6/17/10  Kelso GP VI LLC                   4          Dir.,%Own.  2:21K  BWAY Holding Co.                  R R Donnelley … Filer/FA
          Goldberg Michael B
          Wahrhaftig David I
          Loverro Frank J
          Connors James J II
          Nickell Frank T
          Matelich George E
          Wall Thomas R IV
          Bynum Frank K
          Berney Philip E

Statement of Changes in Beneficial Ownership of Securities by an Insider   —   Form 4   —   SEA’34
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 4           Statement of Changes in Beneficial Ownership of     HTML     16K 
                Securities by an Insider -- rrd279447.xml/3.3                    
 2: EX-24       POA                                                 HTML      9K

‘4’   —   Statement of Changes in Beneficial Ownership of Securities by an Insider — rrd279447.xml/3.3



        

This ‘4’ Document is an XML Data File that may be rendered in various formats:

  Form 4    –   Plain Text   –  SEC Website  –  EDGAR System  –    XML Data    –  <?xml?> File
 
 
SEC Info℠ rendering:  Statement of Changes in Beneficial Ownership of Securities by an Insider
 
FORM 4UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number:3235-0287
Estimated average burden
hours per response:0.5
X
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
KELSO GP VI LLC
(Last)(First)(Middle)
C/O KELSO AND COMPANY
320 PARK AVENUE, 24TH FLOOR
(Street)
NEW YORKNY10022
(City)(State)(Zip)
2. Issuer Name and Ticker or Trading Symbol
BWAY Holding CO [ BWY ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
DirectorX10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
6/16/10
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
XForm 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. Transaction Date (Month/Day/Year)2A. Deemed Execution Date, if any (Month/Day/Year)3. Transaction 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)
CodeVAmount(A) or (D)Price
Common Stock 6/16/10 J (1) 8,849,445.2D$200I (2) (3) (4) (5)By Kelso Investment Associates VI, L.P. (2) (3) (4)
Common Stock 6/16/10 J (1) 1,078,658D$200I (2) (3) (4) (5)By KEP VI, LLC (2) (3) (4)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year)3A. Deemed Execution Date, if any (Month/Day/Year)4. Transaction 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 (Month/Day/Year)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: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
CodeV(A)(D)Date ExercisableExpiration DateTitleAmount or Number of Shares
1. Name and Address of Reporting Person*
KELSO GP VI LLC
(Last)(First)(Middle)
C/O KELSO AND COMPANY
320 PARK AVENUE, 24TH FLOOR
(Street)
NEW YORKNY10022
(City)(State)(Zip)
1. Name and Address of Reporting Person*
BERNEY PHILIP E
(Last)(First)(Middle)
C/O KELSO AND COMPANY
320 PARK AVENUE, 24TH FLOOR
(Street)
NEW YORKNY10022
(City)(State)(Zip)
1. Name and Address of Reporting Person*
BYNUM FRANK K
(Last)(First)(Middle)
C/O KELSO AND COMPANY
320 PARK AVENUE, 24TH FLOOR
(Street)
NEW YORKNY10022
(City)(State)(Zip)
1. Name and Address of Reporting Person*
Connors James J II
(Last)(First)(Middle)
C/O KELSO AND COMPANY
320 PARK AVENUE, 24TH FLOOR
(Street)
NEW YORKNY10022
(City)(State)(Zip)
1. Name and Address of Reporting Person*
GOLDBERG MICHAEL B
(Last)(First)(Middle)
C/O KELSO AND COMPANY
320 PARK AVENUE, 24TH FLOOR
(Street)
NEW YORKNY10022
(City)(State)(Zip)
1. Name and Address of Reporting Person*
Loverro Frank J
(Last)(First)(Middle)
C/O KELSO AND COMPANY
320 PARK AVENUE, 24TH FLOOR
(Street)
NEW YORKNY10022
(City)(State)(Zip)
1. Name and Address of Reporting Person*
MATELICH GEORGE E
(Last)(First)(Middle)
C/O KELSO AND COMPANY
320 PARK AVENUE, 24TH FLOOR
(Street)
NEW YORKNY10022
(City)(State)(Zip)
1. Name and Address of Reporting Person*
NICKELL FRANK T
(Last)(First)(Middle)
C/O KELSO AND COMPANY
320 PARK AVENUE, 24TH FLOOR
(Street)
NEW YORKNY10022
(City)(State)(Zip)
1. Name and Address of Reporting Person*
WAHRHAFTIG DAVID I
(Last)(First)(Middle)
C/O KELSO AND COMPANY
320 PARK AVENUE, 24TH FLOOR
(Street)
NEW YORKNY10022
(City)(State)(Zip)
1. Name and Address of Reporting Person*
WALL THOMAS R IV
(Last)(First)(Middle)
C/O KELSO AND COMPANY
320 PARK AVENUE, 24TH FLOOR
(Street)
NEW YORKNY10022
(City)(State)(Zip)
Explanation of Responses:
(1)  Each share disposed of pursuant to an Agreement and Plan of Merger among Picasso Parent Company, Inc., Picasso Merger Sub, Inc. and BWAY Holding Company in exchange for a cash payment of $20.00.
(2)  Kelso GP VI, LLC (GP VI) is the general partner of Kelso Investment Associates VI, L.P. (KIA VI). GP VI disclaims beneficial ownership of the securities owned of record by KIA VI except to the extent of GP VI's pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Section 16 or for any other purposes.
(3)  GP VI and KEP VI, LLC (KEP VI), due to their common control, could be deemed to beneficially own each of the other's securities. GP VI disclaims beneficial ownership of all the securities owned of record by KEP VI and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Securities 16 or for any other purposes.
(4)  KIA VI and KEP VI, due to their common control, could be deemed to beneficially own each of the other's securities. KIA VI and KEP VI each disclaim beneficial ownership of all of the securities owned of record by the other and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership of all the reported securities for purposes of Securities 16 or for any other purposes.
(5)  Messrs. Berney, Bynum, Connors, Goldberg, Loverro, Matelich, Nickell, Wahrhaftig and Wall may be deemed to share beneficial ownership of securities owned of record by KIA VI and KEP VI, by virtue of their status as managing members of KEP VI and GP VI, but disclaim beneficial ownership of such securities, and this report shall not be deemed an admission that any of Messrs. Berney, Bynum, Connors, Goldberg, Loverro, Matelich, Nickell, Wahrhaftig and Wall is the beneficial owner of these securities for purposes of Section 16 or for any other purposes.
Remarks:
Because an electronically filed joint filing is limited to a maximum of ten reporting persons, this Form 4 is one of two filed today reporting on the same securities by the following joint filers: Kelso GP VI, LLC; Kelso Investment Associates VI, L.P.; KEP VI, LLC; Philip E. Berney; Frank K. Bynum; James J. Connors, II, Michael B. Goldberg; Frank J. Loverro; George E. Matelich; Frank T. Nickell; David I. Wahrhaftig; and Thomas R. Wall, IV.
/s/ James J. Connors, II, Attorney-in-Fact 6/17/10
** Signature of Reporting PersonDate
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 Number.
____________
Transaction Code:
    J    Other acquisition or disposition.

↑Top
Filing Submission 0001181431-10-033713   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)
Copyright © 2024 Fran Finnegan & Company LLC – All Rights Reserved.
About — Privacy — Redactions — Help — Tue., Apr. 30, 3:30:16.1am ET