Sec Form 4 Filing - P2 Capital Partners, LLC @ BLOUNT INTERNATIONAL INC - 2015-11-23

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
P2 Capital Partners, LLC
2. Issuer Name and Ticker or Trading Symbol
BLOUNT INTERNATIONAL INC [ BLT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
590 MADISON AVENUE, 25TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
11/23/2015
(Street)
NEW YORK, NY10022
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 11/23/2015 S 18,304 D $ 5.2782 ( 1 ) 1,279,551 I By P2 Capital Master Fund I, L.P. ( 2 )
Common Stock 11/24/2015 S 6,336 D $ 5.436 1,273,215 I By P2 Capital Master Fund I, L.P. ( 2 )
Common Stock 11/23/2015 S 30,584 D $ 5.2782 ( 1 ) 2,137,992 I By P2 Capital Master Fund VI, L.P. ( 2 )
Common Stock 11/24/2015 S 10,587 D $ 5.436 2,127,405 I By P2 Capital Master Fund VI, L.P. ( 2 )
Common Stock 11/23/2015 S 55,112 D $ 5.2782 ( 1 ) 3,852,660 I By P2 Capital Master Fund IX, L.P. ( 2 )
Common Stock 11/24/2015 S 19,077 D $ 5.436 3,833,583 I By P2 Capital Master Fund IX, L.P. ( 2 )
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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
7. Title and Amount of Underlying Securities
(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 of Derivative Security: 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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
P2 Capital Partners, LLC
590 MADISON AVENUE, 25TH FLOOR
NEW YORK, NY10022
X
MOLLER CLAUS J
590 MADISON AVENUE, 25TH FLOOR
NEW YORK, NY10022
X
Signatures
/s/ Claus Moller, Managing Member, on behalf of P2 Capital Partners, LLC 11/25/2015
Signature of Reporting Person Date
/s/ Claus Moller 11/25/2015
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction was executed in multiple trades at prices ranging from $5.09 to $5.45 per share, inclusive. The price reported above reflects the weighted average sale price. The reporting persons hereby undertake to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which the transaction was effected.
( 2 )P2 Capital Partners, LLC (the "Manager"), as the investment manager of P2 Capital Master Fund I, L.P., P2 Capital Master Fund VI, L.P. and P2 Capital Master Fund IX, L.P. (the "Funds"), and Claus Moller, as managing member of the Manager, may be deemed to own beneficially the shares of Common Stock that are owned directly by the Funds. Each of the Manager and Mr. Moller disclaims beneficial ownership of such shares, except to the extent of any pecuniary interest therein, and this report shall not be deemed to be an admission that either reporting person is, for the purposes of Section 16 or for any other purpose, the beneficial owner of such shares.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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