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
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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).
1. Name and Address of Reporting Person*
Martin James Lawrence

(Last) (First) (Middle)
105 CORPORATE PARK DRIVE

(Street)
WHITE PLAINS NY 10604

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
PAXAR CORP [ PXR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President, Bar Code Systems
3. Date of Earliest Transaction (Month/Day/Year)
06/15/2007
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 06/15/2007 D 14,097 D (1) 0 D
Common Stock 06/15/2007 D 63,359 D (2) 0 I By Spouse
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 (Right to Buy) $16.125 06/15/2007 D 18,504 (3) 01/31/2012 Common Stock 18,504 (3) 0 D
Stock Option (Right to Buy) $14.575 06/15/2007 D 5,000 (4) 01/30/2013 0Common Stock 5,000 (4) 0 D
Stock Option (Right to Buy) $14.135 06/15/2007 D 7,016 (5) 01/21/2014 Common Stock 7,016 (5) 0 D
Stock Option (Right to Buy) $14.135 06/15/2007 D 2,984 (6) 01/21/2014 Common Stock 2,984 (6) 0 D
Stock Option (Right to Buy) $17.91 06/15/2007 D 25,000 (7) 06/06/2015 Common Stock 25,000 (7) 0 D
Stock Option (Right to Buy) $20.35 06/15/2007 D 12,100 (8) 01/26/2016 Common Stock 12,100 (8) 0 D
Stock Option (Right to Buy) $22.02 06/15/2007 D 12,503 (9) 01/25/2017 Common Stock 12,503 (9) 0 D
Explanation of Responses:
1. Pursuant to a merger agreement between the issuer and Avery Dennison Corporation, these shares were disposed of by the registering person for $30.50 per share at the effective time of the merger.
2. Pursuant to a merger agreement between the issuer and Avery Dennison Corporation, these shares were disposed of by the registering person's spouse for $30.50 per share at the effective time of the merger.
3. The reporting person was granted options to purchase 18,504 shares of common stock on 1/31/2002, which became exercisable in four equal annual installments beginning on 1/31/2003. The unexcerised portion of these options were cancelled in the merger in exchange for options to purchase shares of Avery Dennison's common stock, representing the product of 18,504 shares of common stock and $30.50 divided by the average Avery Dennison stock price of $64.189 over the 20 days immediately prior to the merger.
4. The reporting person was granted options to purchase 5,762 shares of common stock on 1/30/2003, which became exercisable in four equal annual installments beginning on 1/30/2004. The unexcerised portion of these options were cancelled in the merger in exchange for options to purchase shares of Avery Dennison's common stock, representing the product of 5,000 shares of common stock and $30.50 divided by the average Avery Dennison stock price of $64.189 over the 20 days immediately prior to the merger.
5. The reporting person was granted options to purchase 7,016 shares of common stock on 1/21/2004, which became exercisable in four equal annual installments beginning on 1/21/2014. The unexcerised portion of these options were cancelled in the merger in exchange for options to purchase shares of Avery Dennison's common stock, representing the product of 7,016 shares of common stock and $30.50 divided by the average Avery Dennison stock price of $64.819 over the 20 days immediately prior to the merger.
6. The reporting person was granted options to purchase 12,984 shares of common stock on 1/21/2004, which became exercisable in four equal annual installments begining on 1/21/2005. The unexcerised portion of these options were cancelled in the merger in exchange for options to purchase shares of Avery Dennison's common stock, representing the product of 2,984 shares of common stock and $30.50 divided by the average Avery Dennison stock price of $64.189 over the 20 days immediately prior to the merger.
7. The reporting person was granted options to purchase 25,000 shares of common stock on 6/6/2005, which became exercisable in four equal annual installments beginning on 6/6/2006. The unexcerised portion of these options were cancelled in the merger in exchange for options to purchase shares of Avery Dennison's common stock, representing the product of 25,000 shares of common stock and $30.50 divided by the average Avery Dennison stock price of $64.189 over the 20 days immediately prior to the merger.
8. The reporting person was granted options to purchase 12,100 shares of common stock on 1/26/2006, which became exercisable in four equal annual installments beginning on 1/26/2007. The unexcerised portion of these options were cancelled in the merger in exchange for options to purchase shares of Avery Dennison's common stock, representing the product of 25,000 shares of common stock and $30.50 divided by the average Avery Dennison stock price of $64.819 over the 20 days immediately prior to the merger.
9. The reporting person was granted options to purchase 12,503 shares of common stock on 1/25/2006, which became exercisable in four equal annual installments beginning on 1/25/2007. The unexcerised portion of these options were cancelled in the merger in exchange for options to purchase shares of Avery Dennison's common stock, representing the product of 12,503 shares of common stock and $30.50 divided by the average Avery Dennison stock price of $64.189 over the 20 days immediately prior to the merger.
Remarks:
/s/ Robert S. Stone, Attorney-in-Fact 06/19/2007
** 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).
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