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* KAYE CHARLES R (Last) (First) (Middle) C/O WARBURG PINCUS LLC 466 LEXINGTON AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 01/24/2005	3. Issuer Name and Ticker or Trading Symbol JARDEN CORP [ JAH ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 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) X Form filed by One Reporting Person 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	612,245	I	See Footnote(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 Conv. Part. Pref. Stock, par value $.01 per share(3)	(4)	(4)	Common Stock	0(3)	$32(3)	I	See Footnote(1)(2)
Ser C Man. Conv. Part. Pref. Stock, par value $.01 per share(5)(6)(7)	(5)(6)(7)	(5)(6)(7)	Common Stock(5)(6)(7)	0(5)(6)(7)(8)	$30(5)(6)(7)	I	See Footnote(1)(2)

Explanation of Responses:

1. The stockholders are Warburg Pincus Private Equity VIII, L.P. ("WP VIII") and the affiliated funds Warburg Pincus Netherlands Private Equity VIII C.V. I, Warburg Pincus Netherlands Private Equity VIII C.V. II and Warburg Pincus Germany Private Equity VIII KG (collectively, the "Warburg Pincus Funds"). Warburg Pincus & Co. ("WP"), a New York general partnership, is the sole general partner of each of the Warburg Pincus Funds. WP VIII is managed by Warburg Pincus LLC ("WP LLC"), a New York limited liability company. The address of the Warburg Pincus entities is 466 Lexington Avenue, New York, New York 10017. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, WP and WP LLC may be deemed to be the beneficial owners of Common Stock held by WP VIII and its affiliated funds although WP, WP LLC and the Warburg Pincus Funds disclaim beneficial ownership of such securities except to the extent of any indirect pecuniary interest therein.

2. Mr. Charles R. Kaye, a director of the Company, is a Managing General Partner of WP and a Managing Member of WP LLC. All shares indicated as owned by Mr. Kaye are included because of his affiliation with the Warburg Pincus entities. Mr. Kaye may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 under the Securities Exchange Act of 1934) in an indeterminate portion of the shares owned by WP VIII. Mr. Kaye disclaims beneficial ownership of all shares owned by the Warburg Pincus entities.

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. 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. The Base Liquidation Value and the conversion price are subject to certain adjustments.

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

5. 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 8)

6. 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.

7. 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 $30.00. From and after the seven month anniversary of the consummation of the acquisition of AHI, each holder of Series C Preferred Stock will have the right, at any time and from time to time, at such holder's option, to require the Company to redeem any or all of such holder's shares of Series C Preferred Stock, in whole or in part, at a price per share of Series C Preferred Stock equal to (x) the liquidation value in effect on such special redemption date multiplied by (y) the market price of a share of Common Stock on the date such holder transmits to the Company the notice required by the Ser. C Cert. of Designations divided by (z) the special redemption price, initially equal to $31.71 and to be reduced by 10% as of the seventh month of the Funding Date (subject to adjustment as set forth in the Ser. C Cert. of Designations).

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.

	/s/ Charles R. Kaye	01/24/2005
	** Signature of Reporting Person	Date
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