3//SEC Filing
BWAY Holding CO 3
Accession 0001181431-10-020552
CIK 0001392179operating
Filed
Apr 5, 8:00 PM ET
Accepted
Apr 6, 4:29 PM ET
Size
7.8 KB
Accession
0001181431-10-020552
Insider Transaction Report
Form 3
MADISON DEARBORN PARTNERS LLC
10% Owner
Holdings
- 0(indirect: See footnotes)
Common Stock
PICASSO PARENT COMPANY, INC.
10% Owner
Holdings
- 0(indirect: See footnotes)
Common Stock
Footnotes (3)
- [F1]On March 28, 2010, Parent, Picasso Merger Sub, Inc., a Delaware corporation and wholly owned indirect subsidiary of Parent ("Merger Sub"), and Issuer entered into a Agreement and Plan of Merger (the "Merger Agreement"), pursuant to which Parent will acquire all of the issued and outstanding Common Stock of Issuer, subject to the terms and conditions contained therein. (Continued in footnote 2).
- [F2]In connection with the Merger Agreement, Parent and Merger Sub entered into a voting agreement and irrevocable proxies ( the "Voting Agreement") with certain stockholders of the Issuer covering in the aggregate, as of March 28, 2010, 9,928,103 shares of the Issuer's Common Stock (the "Subject Shares"), constituting approximately 44.38% of the Issuer's issued and outstanding Common Stock. Due to the rights granted to Parent pursuant to the Voting Agreement, Parent may be deemed to have a beneficial ownership of the Subject Shares. MDP formed and is the controlling person of Parent and therefore may deemed to have a beneficial ownership of the Subject Shares. (Continued in footnote 3).
- [F3]Each Reporting Person disclaims beneficial ownership of the securities reported herein, and none of the Reporting Persons has any pecuniary interest in any of the shares of Common Stock subject to the Voting Agreement. The filing of this Form 3 shall not be construed as an admission that any such Reporting Person is the beneficial owner of any securities covered by this Form 3.
Documents
Issuer
BWAY Holding CO
CIK 0001392179
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001392179
Filing Metadata
- Form type
- 3
- Filed
- Apr 5, 8:00 PM ET
- Accepted
- Apr 6, 4:29 PM ET
- Size
- 7.8 KB