Franklin Martin E Form 4 JARDEN / MARTIN E FRANKLIN ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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X

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

FRANKLIN MARTIN E

(Last) (First) (Middle)

1800 MILITARY TRAIL

(Street)

BOCA RATON FL 33431

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
JARDEN CORP [ JAH ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Executive Chairman

3. Date of Earliest Transaction (Month/Day/Year)
04/13/2016

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
			Code	V	Amount	(A) or (D)	Price
COMMON STOCK	04/13/2016		A		375,000(1)	A	$0.00	7,509,405	D
COMMON STOCK	04/13/2016		A		368,421(1)	A	$0.00	7,877,826	D
COMMON STOCK	04/15/2016		D		7,483,089(2)(3)(4)	D	(2)(3)	394,737	D
COMMON STOCK	04/15/2016		D		394,737(2)(3)(5)	D	(5)	0	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares

Explanation of Responses:

1. Granted pursuant to and in accordance with the Separation Agreement made as of December 13, 2015 between the Issuer and the reporting person, which shares vested in accordance with the Issuer's 2013 Stock Incentive Plan.

2. Disposed of pursuant to the Agreement and Plan of Merger dated as of December 13, 2015 (the "Merger Agreement") among the Issuer, Newell Rubbermaid Inc. (n/k/a Newell Brands Inc. and referred to herein as "Newell"), NCPF Acquisition Corp. I ("Newell Merger Sub") and NCPF Acquisition Corp. II ("Successor Merger Sub") pursuant to which Newell Merger Sub merged with and into the Issuer (the "First Merger"), with the Issuer continuing as the surviving corporation and as a wholly-owned subsidiary of Newell, and immediately following the effectiveness of the First Merger, the Issuer merged with and into Successor Merger Sub, with Successor Merger Sub continuing as the surviving corporation and as a direct wholly-owned subsidiary of Newell.

3. Pursuant to the Merger Agreement, at the effective time of the First Merger, each share of Issuer common stock was converted into the right to receive a per share amount (the "Merger Consideration") equal to (i) $21.00 in cash, without interest, and (ii) 0.862 of a share of Newell common stock. The disposition was exempt from Section 16(b) of the Securities Exchange Act of 1934, as amended, pursuant to Rule 16b-3 promulgated thereunder.

4. Includes 1,800,000-restricted shares of the Issuer's common stock which, pursuant to the Merger Agreement, at the effective time of the First Merger, automatically vested and thereafter were cancelled and converted into the right to receive the per share Merger Consideration (less any required withholding taxes) for each share of Issuer common stock underlying such restricted stock award.

5. Represents restricted shares of the Issuer's common stock (the "Rollover Shares") which, pursuant to the restricted stock award agreement and the Merger Agreement, at the effective time of the First Merger, were automatically cancelled in exchange for a restricted stock award covering a number of shares of Newell, rounded up to the nearest whole share, with an aggregate fair market value as of December 31, 2015 equal to the aggregate fair market value of the Rollover Shares which Rollover Shares shall vest on the last day of any five consecutive trading day period during which the average closing price of the Newell shares on the primary securities exchange on which such shares may then be traded equals or exceeds a price per share that is 5% or more higher than the closing price of shares of Newell on December 31, 2015.

	/s/ Martin E. Franklin	04/15/2016
	** Signature of Reporting Person	Date
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