KELSO GP VI LLC 4
4 · BWAY Holding CO · Filed Jun 17, 2010
Insider Transaction Report
Form 4
KELSO GP VI LLC
10% Owner
Transactions
- Other
Common Stock
2010-06-16$20.00/sh−8,849,445.2$176,988,904→ 0 total(indirect: By Kelso Investment Associates VI, L.P.) - Other
Common Stock
2010-06-16$20.00/sh−1,078,658$21,573,160→ 0 total(indirect: By LLC)
Footnotes (5)
- [F1]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.
- [F2]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.
- [F3]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.
- [F4]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.
- [F5]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.