Sec Form 4 Filing - Bramlage Stephen P JR @ OWENS ILLINOIS INC /DE/ - 2014-03-07

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
Bramlage Stephen P JR
2. Issuer Name and Ticker or Trading Symbol
OWENS ILLINOIS INC /DE/ [ OI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Senior Vice President and CFO
(Last) (First) (Middle)
ONE MICHAEL OWENS WAY
3. Date of Earliest Transaction (MM/DD/YY)
03/07/2014
(Street)
PERRYSBURG, OH43551
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 (Direct) 03/07/2014 A 7,436 ( 1 ) A $ 0 35,477 D
Common Stock (Direct) 03/07/2014 A 3,600 ( 2 ) A $ 0 39,077 D
Common Stock (Direct) 03/07/2014 A 757 ( 3 ) A $ 0 39,834 D
Common Stock (Direct) 03/07/2014 S 5,002 ( 4 ) D $ 33.7818 ( 5 ) 34,832 D
Common Stock (Direct) 03/10/2014 S 4,000 D $ 33.4577 ( 6 ) 30,832 D
Common Stock (Direct) 03/10/2014 S 10,394 D $ 33.33 ( 7 ) 20,438 D
Common Stock (Indirect) 749.9509 I By 401k
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 3/07/2014 $33.62 $ 33.62 03/07/2014 A 18,755 ( 8 ) 03/07/2021 Common Stock (Direct) 18,755 $ 33.62 18,755 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Bramlage Stephen P JR
ONE MICHAEL OWENS WAY
PERRYSBURG, OH43551
Senior Vice President and CFO
Signatures
James W. Baehren for Stephen P. Bramlage 03/11/2014
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The shares are subject to restrictions on sale that expire, either (i) as to 25% of the shares on each of the first four anniversaries of the date of grant of such shares, or (ii) in their entirety upon the grantee's death or disability prior to a termination of employment.
( 2 )The shares are subject to restrictions on sale that expire, either (i) as to 50% of the share on each of the first two anniversaries of the date of grant of such shares, or (ii) in their entirty upon the grantee's death or disability prior to a termination of employment.
( 3 )Restricted shares received by the reporting person on March 7, 2014 pursuant to action taken on that date by the Company's Compensation Committee determining the number of shares payable to the reporting person under certain restricted stock units granted for the 2011-2013 grant period. The restricted stock units did not constitute derivative securities on the date of grant thereof.
( 4 )Some of the shares were sold by the reporting person to cover the withholding tax on shares of restricted stock on which the restrictions lapsed and on shares payable under the restricted stock units granted for the 2011-2013 grant period.
( 5 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.50 to $34.35, inclusive. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
( 6 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.45 to $33.48, inclusive. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
( 7 )The price reported in Column 4 is a weighted average price. These shares were sold in multiple transactions at prices ranging from $33.32 to $33.34, inclusive. The reporting person undertakes to provide the Company, any security holder of the Company, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares sold at each separate price within the ranges set forth in this footnote.
( 8 )The option vests in four equal annual installments beginning on the first anniversary of the date of the grant.

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