FAULKNER JAMES V JR 4

4 · PACTIV CORP · Filed Feb 2, 2005

Form 4

Period: 2005-01-31

VP, GC & Secretary

Transactions

Exercise/Conversion
Common Stock
2005-01-31+6,000→ 13,626 total
Award
Common Stock
2005-01-31+4,890→ 18,516 total
Purchase
Common Stock
2005-01-31+574→ 9,537 total(indirect: By 401(k))
Purchase
Common Stock
2005-01-31$19.60/sh+306$5,998→ 18,822 total
Tax Payment
Common Stock
2005-01-31$25.28/sh−4,926$124,529→ 13,896 total
Disposition to Issuer
Common Stock
2005-01-31$25.28/sh−5,964$150,770→ 7,932 total
Exercise/Conversion
Performance Share Units
2005-01-31−6,000→ 0 total
Exercise: $0.00From: 1988-08-08Exp: 1988-08-08→ Common Stock (6,000 underlying)
Award
Stock Equivalent Units
2005-01-31+5,943→ 67,149 total
Exercise: $0.00From: 1988-08-08Exp: 1988-08-08→ Common Stock (5,943 underlying)

Footnotes (9)

[F1]Settlement in stock of previously reported performance share units.
[F2]Shares acquired since last report under reporting person's 401(k) plan, purchased at prices between $20.46 and $24.78 per share.
[F3]Shares acquired in Reporting Person?s ESPP since date of the last report. Such plan meets requirements of Rule 16b-3.
[F4]Shares withheld for payment of taxes arising from settlement.
[F5]Avg. of high & low price of Pactiv common stock on Dec. 31, 2004, the valuation date for perf. share units settled in cash.
[F6]Cash portion of settlement of performance share units.
[F7]The performance share units convert into common stock on a one-for-one basis.
[F8]The stock equivalent units convert into common stock on a one-for-one basis.
[F9]Stock Equivalent Units acquired and held pursuant to the Pactiv Corporation Deferred Compensation Plan and are payable upon the holder?s death, termination of employment or service as a director, or at the time specified in the holder?s Deferral Election.

Documents

1 file