Sec Form 3 Filing - Dennen John E @ Matson, Inc. - 2012-06-26

FORM 3 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 Dennen John E 2. Issuer Name and Ticker or Trading Symbol Matson, Inc. [ MATX] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Vice President and Controller (Last) (First) (Middle) 1411 SAND ISLAND PARKWAY 3. Date of Earliest Transaction (MM/DD/YY) 06/26/2012 (Street) HONOLULU, HI96803 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 7,673 ( 1 ) 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 $ 33.02 ( 2 ) 01/27/2011 01/26/2020 Common Stock 1,563 ( 2 ) D Stock option $ 40.63 ( 2 ) 01/26/2012 01/25/2021 Common Stock 3,363 ( 2 ) D Stock option $ 52.525 ( 2 ) 01/25/2007 01/24/2016 Common Stock 2,100 ( 2 ) D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Dennen John E 1411 SAND ISLAND PARKWAY HONOLULU, HI96803 Vice President and Controller Signatures /s/ John E. Dennen 07/05/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported number of shares of the Issuer's common stock includes 3,167 shares underlying restricted stock units that will be issued in one or more increments as those units vest over the Reported Person's period of continued employment with the Issuer. The reported number of shares will be appropriately increased, in accordance with the anti-dilution provisions applicable to the restricted stock units, to reflect the distribution by Issuer of the outstanding shares of Alexander & Baldwin, Inc. (a newly-formed subsidiary formerly known as A&B II, Inc.) to the Issuer's stockholders in a pro-rata spin-off transaction at the close of business on June 29, 2012. The increase to the number of shares of Issuer's common stock underlying each restricted stock unit award will preserve the intrinsic value that exists with respect to such award immediately prior to such distribution. ( 2 )The reported number of shares of the Issuer's common stock and the exercise price payable per share will be appropriately adjusted, in accordance with the anti-dilution provisions applicable to the option grant, to reflect the distribution by Issuer of the outstanding shares of Alexander & Baldwin, Inc. (a newly-formed subsidiary formerly known as A&B II, Inc.) to the Issuer's stockholders in a pro-rata spin-off transaction at the close of business on June 29, 2012. Those adjustments will preserve the intrinsic value that exists with respect to the option grant immediately prior to such distribution. The options vest in three equal annual installments beginning a year from the transaction date.

Remarks: Alexander & Baldwin Holdings, Inc. became the successor to Alexander & Baldwin, Inc. pursuant to a merger between Alexander & Baldwin, Inc. and a subsidiary of Alexander & Baldwin Holdings, Inc. As a result of such merger, Alexander & Baldwin Holdings, Inc. became the parent holding company of Alexander & Baldwin, Inc., but there were no changes in the pro-rata interests of the security holders. On June 29, 2012 Alexander & Baldwin Holdings, Inc. changed its name to Matson, 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).

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

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