Edgar Filing: MOD PAC CORP

Ownership Submission

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 OF SECURITIES

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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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

KEANE KEVIN T

2. Issuer Name and Ticker or Trading Symbol
MOD PAC CORP [MPAC]

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

(Last)

(First)

(Middle)

1801 ELMWOOD AVE

3. Date of Earliest Transaction (Month/Day/Year)
09/30/2013

(Street)

BUFFALO, NY 14207

4. If Amendment, Date Original Filed(Month/Day/Year)

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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
$.01 Par Value Common Stock	09/30/2013		A		100 ⁽¹⁾ ⁽²⁾	A	⁽¹⁾ ⁽²⁾	100	I	By corporation controlled by Reporting Persons

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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 (Month/Day/Year)

3A. Deemed Execution Date, if any (Month/Day/Year)

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
(Month/Day/Year)

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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Option

$ 8.44

09/30/2013

18,750

08/20/2004

02/20/2014

$.01 PV Com Stk

18,750

⁽³⁾

Option

$ 12.8

09/30/2013

14,000

07/06/2005

01/06/2015

$.01 PV Com Stk

14,000

⁽³⁾

Option

$ 11.68

09/30/2013

4,000

06/21/2006

12/21/2015

$.01 PV Com Stk

4,000

⁽³⁾

Option

$ 10

09/30/2013

4,000

06/13/2007

12/13/2016

$.01 PV Com Stk

4,000

⁽³⁾

Option

$ 5.62

09/30/2013

4,000

08/27/2008

02/27/2018

$.01 PV Com Stk

4,000

⁽³⁾

Option

$ 1.68

09/30/2013

7,500

08/25/2009

02/25/2019

$.01 PV Com Stk

7,500

⁽³⁾

Option

$ 6.03

09/30/2013

5,000

08/22/2010

02/22/2020

$.01 PV Com Stk

5,000

⁽³⁾

Option

$ 4.86

09/30/2013

5,000

09/09/2011

03/09/2021

$.01 PV Com Stk

5,000

⁽³⁾

Option

$ 5.9

09/30/2013

2,500

06/02/2012

12/02/2021

$.01 PV Com Stk

2,500

⁽³⁾

Option

$ 8.44

09/30/2013

28,000

08/20/2004

02/20/2014

$.01 PV Com Stk

28,000

⁽³⁾

See footnote ⁽⁴⁾

Option

$ 12.8

09/30/2013

22,300

07/06/2005

01/06/2015

$.01 PV Com Stk

22,300

⁽³⁾

See footnote ⁽⁴⁾

Option

$ 11.68

09/30/2013

22,300

06/21/2006

12/21/2015

$.01 PV Com Stk

22,300

⁽³⁾

See footnote ⁽⁴⁾

Option

$ 10

09/30/2013

22,300

06/13/2007

12/31/2016

$.01 PV Com Stk

22,300

⁽³⁾

See footnote ⁽⁴⁾

Option

$ 7.36

09/30/2013

26,000

06/20/2008

12/20/2017

$.01 PV Com Stk

26,000

⁽³⁾

See footnote ⁽⁴⁾

Option

$ 1.85

09/30/2013

40,000

06/15/2009

12/15/2018

$.01 PV Com Stk

40,000

⁽³⁾

See footnote ⁽⁴⁾

Option

$ 4.37

09/30/2013

25,000

05/16/2010

12/16/2019

$.01 PV Com Stk

25,000

⁽³⁾

See footnote ⁽⁴⁾

Option

$ 4.65

09/30/2013

25,000

06/21/2010

12/21/2010

$.01 PV Com Stk

25,000

⁽³⁾

See footnote ⁽⁴⁾

Option

$ 5.9

09/30/2013

12,500

06/02/2012

12/02/2021

$.01 PV Com Stk

12,500

⁽³⁾

See footnote ⁽⁴⁾

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
KEANE KEVIN T 1801 ELMWOOD AVE BUFFALO, NY 14207	X	X	Chairman
KEANE DANIEL G 1801 ELMWOOD AVE BUFFALO, NY 14207	X	X	President
Daniel G. Keane Descendants Trust 135 DONCASTER ROAD BUFFALO, NY 14217		X
Keane Leslie Rose 135 DONCASTER ROAD BUFFALO, NY 14217		X

Signatures

/s/ Daniel J. Geary, as Power of Attorney for Kevin T. Keane		10/02/2013
^**Signature of Reporting Person		Date
/s/ Daniel J. Geary, as Power of Attorney for Daniel G. Keane		10/02/2013
^**Signature of Reporting Person		Date
/s/ Leslie R. Keane, as Trustee for Daniel G. Keane Descendants Trust		10/02/2013
^**Signature of Reporting Person		Date
/s/ Leslie R. Keane		10/02/2013
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	As disclosed in Amendment No. 6 to the Schedule 13D filed by the Reporting Persons on October 2, 2013, on September 30, 2013, the Company completed the merger pursuant to the terms of the Agreement and Plan of Merger dated as of April 11, 2013, by and among the Issuer, Rosalia Capital LLC, a Delaware limited liability Company ("Parent") and Mandan Acquisition Corp., as amended by Amendment No. 1 to the Agreement and Plan of Merger, dated as of September 3, 2013 (the "Merger").
(2)	(continued from footnote (1)) As a result of the Merger, the Company is now wholly owned by Parent. Parent is indirectly beneficially owned by the Reporting Persons. In connection with the Merger, (i) the Reporting Persons converted their respective Class B Common Stock, if any, into Common Stock at a 1:1 conversion ratio and, accordingly, no longer beneficially own any Class B Common Stock and (ii) all of the Reporting Persons' shares of Common Stock were contributed to Parent. 100 shares of Common Stock remain outstanding immediately after giving effect to the Merger, all of which are indirectly beneficially owned by the Reporting Persons.
(3)	The exercise price and the number of shares issuable upon exercise of the reported options reflect figures in effect immediately prior to the effective time of the Merger. Kevin T. Keane and Daniel G. Keane surrendered all their respective options to the Issuer without consideration.
(4)	By Daniel G. Keane. Each Reporting Person disclaims beneficial ownership of shares directly or indirectly held by another person.

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