Hayford Warren J. 4
4 · BWAY Holding CO · Filed Jun 16, 2010
Insider Transaction Report
Form 4
Hayford Warren J.
Director
Transactions
- Disposition to Issuer
Common Stock
2010-06-16$20.00/sh−347,636$6,952,720→ 0 total(indirect: By GRATs) - Disposition to Issuer
Common Stock
2010-06-16$20.00/sh−175,949$3,518,980→ 0 total(indirect: By Trust) - Gift
Common Stock
2010-05-24−434,848→ 163,365 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2010-06-16$20.00/sh−163,365$3,267,300→ 0 total(indirect: By Trust) - Disposition to Issuer
Common Stock
2010-06-16$20.00/sh−18,621.5$372,430→ 0 total - Gift
Common Stock
2009-12-09−19,669→ 569,213 total(indirect: By Trust) - Disposition to Issuer
Stock Option (right to buy)
2010-06-16$17.04/sh−754,074$12,849,421→ 0 totalExercise: $2.96From: 2003-02-07Exp: 2012-01-28→ Common Stock (754,074 underlying)
Footnotes (6)
- [F1]Shares were held by the Warren J. Hayford Declaration of Trust. The reporting person is the beneficial owner of the shares.
- [F2]Shares were held by the Hayford Family Trust. The reporting person is the beneficial owner of the shares.
- [F3]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.
- [F4]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.
- [F5]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.
- [F6]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.