SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* WARBURG PINCUS PRIVATE EQUITY VIII L P (Last) (First) (Middle) 466 LEXINGTON AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 09/19/2004	3. Issuer Name and Ticker or Trading Symbol JARDEN CORP [ JAH ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)	5. If Amendment, Date of 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

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $.01 per share	714,286	D(1)(2)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Series B Convert. Particip. Pref'd Stock, par val. $.01(3)	(9)	(9)	Common Stock	4,017,844(4)	$32(5)	D(1)(2)
Series C Mand Convert. Particip. Pref'd Stock, par val. $.01	(6)(7)	(6)(7)	Common Stock(6)(7)	6,309,524(8)	$30(5)	D(1)(2)

1. Name and Address of Reporting Person* WARBURG PINCUS PRIVATE EQUITY VIII L P (Last) (First) (Middle) 466 LEXINGTON AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WARBURG PINCUS & CO (Last) (First) (Middle) 466 LEXINGTON AVENUE (Street) NEW YORK NY 100173147 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WARBURG PINCUS LLC (Last) (First) (Middle) 466 LEXINGTON AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Pursuant to a Purchase Agreement, dated as of September 19, 2004, by and between Jarden Corporation (the "Company"), and Warburg Pincus Private Equity VIII, L.P. ("WPVIII"), a Delaware limited partnership (the "Purchase Agreement"), WPVIII agreed to purchase 714,286 shares of common stock, par value $0.01 per share (the "Common Stock"), of the Company, 128,571 shares of Series B Convertible Participating Preferred Stock of the Company ("Series B Preferred Stock"), and, 200,000 shares of Series C Mandatory Convertible Participating Preferred Stock of the Company ("Series C Preferred Stock"), at an aggregate purchase price of $350,000,000. The sole general partner of WPVIII is Warburg Pincus & Co., a New York general partnership ("WP"). Warburg Pincus LLC, a New York limited liability company ("WP LLC"), manages WPVIII.

2. All of the securities disclosed on this Form 3 are owned by WPVIII. By reason of the provisions of the Securities Exchange Act of 1934, WP and WP LLC may be deemed to be the beneficial owners of Common Stock held by WPVIII, although both WP and WP LLC disclaim beneficial ownership of such securities except to the extent of any indirect pecuniary interest therein.

3. The number of shares of Common Stock into which a share of the Series B Preferred Stock shall be convertible shall be determined by dividing a certain value per share (the "Base Liquidation Value") in effect at the time of conversion, by the conversion price in effect at the time of conversion.

4. Assumes that the Base Liquidation Value in effect at the time of conversion shall be $1,000.00 and the conversion price in effect shall be $32.00.

5. Subject to certain adjustments.

6. Upon receipt by the Company of both (i) any and all shareholder approvals as may be necessary so that the Series C Preferred Stock shall be immediately convertible into Series B Preferred Stock and Common Stock and (ii) (A) shareholder approval of a proposed amendment to the Company's Certificate of Incorporation to exempt, under certain circumstances, WP, WPVIII, their affiliate funds and the respective general partners, managers, managing members and similar such entities of such funds from the definition of "related person" contained in such Certificate of Incorporation or (B) written waivers of the requirement to receive the approval of such amendment from holders of shares of Series C Preferred Stock representing at least a majority of the then outstanding shares of Series C Preferred Stock (provided that such waivers shall be deemed to have been granted 31 months following the date on which the aggregate purchase price is (continued in note 7)

7. delivered to the Escrow Agent), each share of Preferred Stock shall automatically convert into shares of both (i) Series B Preferred Stock and (ii) Common Stock. The number of shares of Series B Preferred Stock into which a share of the Series C Preferred Stock shall be convertible shall be determined by multiplying a certain value per share (the "Liquidation Value") in effect at the time of conversion pursuant to the Purchase Agreement by 0.857143 and dividing by $1,000.00. The number of shares of Common Stock into which a share of Series C Preferred Stock shall be convertible shall be determined by multiplying $1,000.00 by 0.142857 and dividing by the conversion price in effect at the time of conversion.

8. Assumes (i) a Liquidation Value of $1,000.00 shall be in effect at the time of conversion, (ii) the conversion price in effect is $30.00 and (iii) all shares of Series B Preferred Stock received upon conversion of the Series C Preferred Stock are immediately converted into Common Stock.

9. The Series B Convertible Participating Stock is convertible from and after the closing of the transaction and has no expiration date.

	/s/ Warburg Pincus Private Equity VIII, L.P., by Warburg Pincus & Co. (General Partner), by Scott A. Arenare (Partner)	09/29/2004
	/s/ Warburg, Pincus & Co., by Scott A. Arenare (Partner)	09/29/2004
	/s/ Warburg Pincus LLC, by Scott A. Arenare (Managing Director)	09/29/2004
	** Signature of Reporting Person	Date
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