SEC Form 4
FORM 4 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
or Section 30(h) of the Investment Company Act of 1940
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
WATANABE JEFFREY N
(Last) (First) (Middle)
999 BISHOP STREET, 23RD FLOOR
(Street)
HONOLULU HI 96813
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Alexander & Baldwin Holdings, Inc. [ MATX ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
06/29/2012
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 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 06/29/2012 D(1) 4,167 D $0(1) 11,537.7606 D
Common Stock 07/02/2012 A(2) 2,995 A $0.0000 14,532.7606(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 (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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Stock option $33.37 06/29/2012 D(4) 8,000 04/22/2005 04/21/2014 Common Stock 8,000 $0.0000 0.0000 D
Stock option $26.53 06/29/2012 D(4) 3,000 04/23/2004 04/23/2013 Common Stock 3,000 $0.0000 0.0000 D
Stock option $48.81 06/29/2012 D(4) 8,000 04/27/2007 04/26/2016 Common Stock 8,000 $0.0000 0.0000 D
Stock option $40.38 06/29/2012 D(4) 8,000 04/28/2006 04/27/2015 Common Stock 8,000 $0.0000 0.0000 D
Explanation of Responses:
1. The disposition involved shares of the Issuer's common stock subject to three previously reported equity-based awards and was effected in connection with the distribution by Issuer of the outstanding shares of Alexander & Baldwin, Inc. (a newly-formed subsidiary formerly known as A&B II, Inc.) to the Issuer's stockholders in a pro-rata spin-off transaction. In replacement for the disposed awards, the Reporting Person received three separate replacement awards covering an aggregate of 8,552 shares of the common stock of Alexander & Baldwin, Inc. under that company's 2012 Incentive Compensation Plan. Each such replacement was structured so as to preserve, at the time of replacement, the intrinsic value of the disposed award to which it relates.
2. Restricted stock units issued under the Issuer's 2007 Incentive Compensation Plan that vest in three equal annual installments beginning a year from the transaction date. The restricted stock units also contain dividend equivalent rights.
3. This total includes shares acquired via the Issuer's dividend reinvestment program.
4. The disposition was effected in connection with the distribution by Issuer of the outstanding shares of Alexander & Baldwin, Inc. (a newly-formed subsidiary formerly known as A&B II, Inc.) to the Issuer's stockholders in a pro-rata spin-off transaction. In replacement of the disposed award, the reporting person received a replacement award of shares of common stock of Alexander & Baldwin, Inc. under that company's 2012 Incentive Compensation Plan which preserved the intrinsic value of the disposed award at the time of replacement.
Remarks:
On June 6, 2012, Issuer became the successor to Alexander & Baldwin, Inc. pursuant to a merger between Alexander & Baldwin, Inc. and a subsidiary of Alexander & Baldwin Holdings, Inc. As a result of such merger, Issuer became the parent holding company of Alexander & Baldwin, Inc., but there were no changes in the pro-rata interests of the security holders.
/s/ Jeffrey N. Watanabe 07/03/2012
** Signature of Reporting Person Date
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.