SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

OSTERMAN JAMES S

(Last)

(First)

(Middle)

BLOUNT INTERNATIONAL, INC.

4909 SE INTERNATIONAL WAY

(Street)

PORTLAND

97222

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BLOUNT INTERNATIONAL INC [ BLT ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director		10% Owner
X	Officer (give title below)	X	Other (specify below)
	Former Chair. and CEO-Retired		Retired

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
06/30/2010

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

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

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 at end of Issuer's Fiscal Year (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/19/1999		J	1,176	A	⁽¹⁾	1,176	D
Common Stock	08/19/1999		J	42,624	A	⁽²⁾	43,800	D
Common Stock	09/17/2004		P	100	A	$11.85	43,900	D
Common Stock	09/17/2004		P	2,000	A	$11.87	45,900	D
Common Stock	09/17/2004		P	7,900	A	$11.9	53,800	D
Common Stock	02/02/2005		G⁽³⁾	5,000	D	⁽³⁾	48,800⁽³⁾	D
Common Stock	03/18/2010⁽¹²⁾		S	41,500	D	$10.572	7,300	D
Common Stock⁽²⁾	03/19/2010		S⁽¹³⁾	7,300	D	$10.64	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 (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 Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
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)	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1999 Stock Incentive Plan (Right to Buy)	$15	08/19/1999		J	60,000⁽⁴⁾		⁽⁴⁾	08/18/2009⁽⁴⁾	Common Stock	60,000⁽⁴⁾	$15	0⁽⁴⁾	D
1999 Stock Incentive Plan (Right to Buy)	$15	08/19/1999		J	60,000⁽⁴⁾		⁽⁴⁾	08/18/2009⁽⁴⁾	Common Stock	60,000⁽⁴⁾	$15	0⁽⁴⁾	D
2000 Stock Incentive Plan (Right to Buy)	$5	06/29/2001		J	150,000		⁽⁴⁾	06/29/2011	Common Stock	150,000	$5	150,000	D
2000 Stock Incentive Plan (Right to Buy)	$2.85	03/15/2002		J	150,000		⁽⁴⁾	03/15/2012	Common Stock	150,000	$2.85	300,000	D
2000 Stock Incentive Plan (Right to Buy)	$3.028	02/14/2002		J	39,400		⁽⁴⁾	02/19/2012	Common Stock	39,400	$3.028	339,400	D
2000 Stock Incentive Plan (Right to Buy)	$5.05	02/02/2004		J	50,000		⁽⁴⁾	02/02/2014	Common Stock	50,000	$5.05	389,400	D
1999 and 2000 Stock Incentive Plan (Right to Buy)	$16.62	12/21/2004		J	50,000		⁽⁵⁾	12/21/2014	Common Stock	50,000	$16.62	439,400	D
Restricted Stock Award⁽⁶⁾	$0	08/24/2006		J	35,256		⁽⁷⁾	⁽⁸⁾	Common Stock	35,256⁽⁷⁾	$0	474,656	D
Restricted Stock Award⁽⁶⁾	$0	03/01/2007		J	46,000		⁽⁷⁾	⁽⁸⁾	Common Stock	46,000	$0	520,656	D
Restricted Stock Award⁽⁶⁾	$0	03/01/2008		J	53,000		⁽⁹⁾	⁽⁸⁾	Common Stock	53,000	$0	573,656	D
Restricted Stock Award⁽⁶⁾	$0	03/13/2009		F		11,699	⁽⁹⁾	⁽⁸⁾	Common Stock	11,699	$0	561,957	D
Restricted Stock Award⁽⁶⁾	$0	08/24/2009		F		4,168	⁽⁷⁾⁽⁹⁾	⁽⁸⁾	Common Stock	4,168⁽⁷⁾	$0	557,789	D
Restricted Stock Unit Award	$0	12/18/2009		F⁽¹⁰⁾		17,962⁽¹⁰⁾	12/18/2009	⁽⁸⁾	Common Stock	17,962⁽¹⁰⁾	$0	539,827	D
Restricted Stock Unit Award⁽⁶⁾	$0	03/11/2010		M⁽¹¹⁾		127,921	03/11/2010	⁽⁸⁾	Common Stock	127,921	$0	411,906	D
Restricted Stock Awards and Units	$0	03/19/2010		S⁽¹³⁾		79,121	⁽⁹⁾	⁽⁸⁾	Common Stock	79,121	$10.64	332,785⁽¹⁴⁾	D

Explanation of Responses:

1. Shares of Blount International, Inc. Class A common stock converted 2-for-1 shares of Blount International, Inc. common stock.

2. In connection with merger of Red Dog Acquisition Corp. into Blount International, Inc. on August 19, 1999, all outstanding stock options were cancelled and the spread between exercise price and $30 was paid in cash and stock to employee.

3. Gift to children and grandchildren who do not share reporting person's household. The reporting person disclaims beneficial ownership of the shares held by his children and grandchildren, and this report should not be deemed an admission that the reporting person is the beneficial owner of his children or grandchildren's shares for purposes of Section 16 or for any other purpose. This transaction was gifted from reporting person's September 17, 2004 purchase of 7,900 shares at $11.90 share.

4. All stock options granted under the 1999 and 2000 Stock Incentive Plans became fully vested on or before December 31, 2004. As to all except the 1999 Plan Performance Options, this occurred on December 20, 2004 at the time of a Change-In-Control (as defined in the 1999 and 2000 Stock Incentive Plans) upon the closing of a Secondary Offering by Lehman Brothers of 10,000,000 shares of Blount International common stock. The Performance Shares were vested as of December 31, 2004 by action taken by the Board of Directors of Blount International, Inc. THESE SHARES EXPIRED ON 8/18/09.

5. Vested 33.33% on each succeeding anniversary date of grant for three successive years. First vesting date was December 21, 2005.

6. The Restricted Stock Award was granted under the 2006 Equity Incentive Plan approved by shareholders on April 25, 2006.

7. Vesting occurred with respect to 67% of the shares on August 24, 2008 and will occur for 33% of the shares on August 24, 2009; however, upon Mr. Osterman's retirement, any unvested shares become immediately vested.

8. A Restricted Stock unit is an unsecured promise to transfer a share at a specified future date. The shares do not have an expiration date.

9. The Restricted Stock unit shall vest in three equal annual installments, the first vests one year after date of grant and the second and third vest thereafter on the second and third anniversaries of the date of grant, respectfully. If Grantee's employment with the Company is terminated by his retirement, all outstanding unvested Restricted Stock units shall immediately vest.

10. 17,962 shares for payment of tax liability by withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3. 15,334 shares of the 2007 grant, and 35,334 shares of the 2008 grant vest immediately upon Mr. Osterman's retirement on December 18, 2009.

11. Broker-Assisted Cashless Exercise (Exercise and Immediate Sale through Broker on 3/11/10).

12. Exercise and Immediate Sale through Broker on 3/18/10 at $10.572.

13. Open market sale through Broker.

14. Broker assisted sale on 3/19/10 consisted of the sale of 79,121 RSU shares and 7,300 from open market and 1999 acquired shares sold at $10.64/share.

Remarks:

This Form 5 is Mr. Osterman's final filing through Blount International, Inc. Mr. Osterman retired as President, CEO and Chairman of the Board of the Corporation.

	Richard H. Irving, III	06/30/2010
	** Signature of Reporting Person	Date
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