OLIVER MICHAEL O 4

4 · PACTIV CORP · Filed Nov 18, 2010

Form 4

Period: 2010-11-16

VP & Chief HR Officer

Transactions

Award
Performance Share Units
2010-11-16$33.25/sh+73,957$2,459,070→ 73,957 total
From: 2010-11-16→ Common Stock (73,957 underlying)
Disposition to Issuer
Stock Equivalent Units
2010-11-16$33.25/sh−5,298.01$176,159→ 0 total
→ Common Stock (5,298.01 underlying)
Disposition to Issuer
Common Stock
2010-11-16$33.25/sh−73,957$2,459,070→ 0 total
Disposition to Issuer
Performance Share Units
2010-11-16$33.25/sh−73,957$2,459,070→ 0 total
From: 2010-11-16→ Common Stock (73,957 underlying)
Exercise/Conversion
Common Stock
2010-11-16$33.25/sh+73,957$2,459,070→ 73,957 total

Footnotes (5)

[F1]Disposed of pursuant to the merger (the "Merger") of the issuer with Reynolds Acquisition Corporation ("Reynolds Acquisition") in accordance with the Agreement and Plan of Merger dated August 16, 2010, among issuer, Rank Group Limited, Reynolds Group Holdings Limited, and Reynolds Acquisition (the "Agreement").
[F2]Represents per share merger consideration under the Agreement.
[F3]The performance share units convert into common stock on a one-for-one basis.
[F4]Not applicable.
[F5]Stock Equiv. Units ("SEUs") acquired and held pursuant to the Pactiv Corp. Deferred Comp Plan are payable in cash or stock upon the holder's death, termination of employment or service as a director, or at the time specified in the holder's Deferral Election and convert into common stock on a one-for-one basis. Disposition of SEUs are pursuant to the merger of issuer with Reynolds Acquisition Corporation in accordance with the Agreement and Plan of Merger dated August 16, 2010, among issuer, Rank Group Limited, Reynolds Group Holdings Limited, and Reynolds Acquisition.

Documents

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