Sec Form 4 Filing - GOERGEN ROBERT B @ BLYTH INC - 2015-10-14

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 GOERGEN ROBERT B 2. Issuer Name and Ticker or Trading Symbol BLYTH INC [ BTH] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner X __ Officer (give title below) _____ Other (specify below) CHAIRMAN OF THE BOARD (Last) (First) (Middle) C/O BLYTH, INC., 59 ARMSTRONG ROAD 3. Date of Earliest Transaction (MM/DD/YY) 10/14/2015 (Street) PLYMOUTH, MA02360 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ 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 10/14/2015 U 209,690 D $ 6 0 I SPOUSAL ( 1 ) COMMON 10/14/2015 U 1,552,750 D $ 6 0 I BY SPOUSE VIA ROPART INVESTMENTS LLC ( 2 ) COMMON 10/14/2015 U 1,552,750 D $ 6 0 I BY ROPART INVESTMENTS LLC ( 3 ) COMMON 10/14/2015 U 4,022,928 D $ 6 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 (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 GOERGEN ROBERT B C/O BLYTH, INC. 59 ARMSTRONG ROAD PLYMOUTH, MA02360 X X CHAIRMAN OF THE BOARD Signatures /S/Harold B. Finn III, Attorney-in-Fact for Robert B. Goergen 10/16/2015 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of this Section 16 or for any other purpose. These shares were disposed of by the beneficial owner thereof pursuant to a tender offer by CB Shine Merger Sub, Inc. ( 2 )Reporting person disclaims beneficial ownership in shares beneficially owned in Ropart Investment, LLC by reporting person's spouse, who is a member in Ropart Investments, LLC, and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. These shares were disposed of by the beneficial owner thereof pursuant to a tender offer by CB Shine Merger Sub, Inc. ( 3 )The reporting person is a member of Ropart Investments, LLC and has reported all of the securities beneficially owned by Ropart Investments, LLC. The reporting person disclaims beneficial ownership of the shares held by Ropart Investments, LLC except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purpose of Section 16 or for any other purpose. These shares were disposed of by the beneficial owner thereof pursuant to a tender offer by CB Shine Merger Sub, Inc.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.

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

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