Sec Form 4 Filing - DAVID STEPHEN N @ CHECKPOINT SYSTEMS INC - 2016-05-13

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
DAVID STEPHEN N
2. Issuer Name and Ticker or Trading Symbol
CHECKPOINT SYSTEMS INC [ CKP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
101 WOLF DRIVE
3. Date of Earliest Transaction (MM/DD/YY)
05/13/2016
(Street)
THOROFARE, NJ08086
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 Stock 05/13/2016 D 62,174 ( 1 ) ( 2 ) D 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
Stock Option(Right to Buy) $ 8.38 05/13/2016 D 10,000 ( 3 ) 09/10/2022 Common Stock 10,000 ( 3 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
DAVID STEPHEN N
101 WOLF DRIVE
THOROFARE, NJ08086
X
Signatures
/s/ Bryan Rowland, attorney-in-fact 05/13/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to that certain Agreement and Plan of Merger dated March 1, 2016 (the "Merger Agreement") by and among the Issuer, CCL Industries Inc. ("CCL") and a wholly-owned subsidiary of CCL, the Issuer became an indirect wholly-owned subsidiary of CCL upon consummation of the merger (the "Effective Time"). The aggregate holdings of 62,174 shares of common stock were disposed at the Effective Time for the following merger consideration: (a) 37,500 shares of common stock. At the Effective Time, each such share of common stock was disposed of in exchange for $10.15 (or the "Merger Consideration") in cash. (b) 9,139 shares of unvested restricted stock units ("RSUs"). At the Effective Time, each RSU (whether vested or unvested) was canceled in exchange for a cash amount equal to the product of (x) $10.15 and (y) the number of shares covered by such RSU, subject to all applicable withholding taxes.
( 2 )(Continued from footnote 1) (c) 15,535 shares of common stock acquired under various deferred compensation plans. It is comprised of both shares of common stock and shares of common stock accrued pursuant to a matching provision under such plan. At the Effective Time, each deferred share was converted into a cash balance amount determined by multiplying the number of deferred shares outstanding immediately prior to the Effective Time by $10.15, rounded up to the nearest whole cent.
( 3 )Pursuant to the procedures set forth in the Merger Agreement, each option vested in full at the Effective Time and was cancelled in exchange for a cash payment equal to the number of shares subject to the option immediately prior to the merger, into the right to receive an amount in cash, without interest, equal to the product of (x) the aggregate number of shares of the Issuer's common stock subject to such option, multiplied by (y) the excess, if any, of the Merger Consideration over the per share exercise price under such option, subject to all applicable withholding taxes. If the amount that could have been obtained upon the exercise of the option pursuant to the foregoing is equal to or less than zero, then the option will be terminated without payment.

Remarks:
Exhibit List: Exhibit 24 - Power of Attorney

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.