Sec Form 4 Filing - WATANABE JEFFREY N @ Matson, Inc. - 2015-12-28

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 WATANABE JEFFREY N 2. Issuer Name and Ticker or Trading Symbol Matson, Inc. [ MATX] 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) 999 BISHOP STREET, 23RD FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/28/2015 (Street) HONOLULU, HI96813 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 12/28/2015 S( 1 ) 0.8613 D $ 43.24 20,669.8678 D Common Stock 12/28/2015 S( 1 ) 0.8674 D $ 43.24 20,669.0004 D Common Stock 04/28/2016 A 2,578 ( 2 ) A $ 0 23,297.7894 ( 3 ) D Common Stock 6 I By Custodian For Child

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 Indirec t (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 WATANABE JEFFREY N 999 BISHOP STREET, 23RD FLOOR HONOLULU, HI96813 X Signatures /s/ Jeffrey N. Watanabe 04/29/2016 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On December 28, 2015, a total of 1.728794 shares were automatically sold by the Issuer's Transfer Agent when the Reporting Person moved his shares from his account at the Transfer Agent to a brokerage account, in two separate transactions of 0.861359 shares and 0.867435 shares. Such fractional shares had been acquired by the Reporting Person under the Issuer's Dividend Reinvestment Program pursuant to Rule 16a-11. ( 2 )Restricted stock units issued under the Issuer's 2007 Incentive Compensation Plan that have 100% cliff vesting on the earlier of the grant date anniversary or the next annual shareholders meeting of the Issuer following the date of the grant of such restricted stock units. ( 3 )The reported number of shares includes shares acquired under a Dividend Reinvestment Program pursuant to Rule 16a-11.

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.