SEC FORM 4

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^*

Ito Paul K

(Last)

(First)

(Middle)

1411 SAND ISLAND PARKWAY

(Street)

HONOLULU

96803

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Former Vice Pres. & Controller

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	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	06/29/2012		D⁽¹⁾		4,643	D	$0⁽¹⁾	10,077	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)	Code	V	(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)
Stock option	$48.19	06/29/2012		D⁽²⁾			3,232	01/24/2008	01/23/2017	Common Stock	3,232	$0.0000	0.0000	D
Stock option	$52.53	06/29/2012		D⁽²⁾			1,100	01/25/2007	01/24/2016	Common Stock	1,100	$0.0000	0.0000	D
Stock option	$46.27	06/29/2012		D⁽²⁾			5,656	01/25/2013⁽³⁾	01/24/2022	Common Stock	5,656	$0.0000	0.0000	D
Stock option	$40.63	06/29/2012		D⁽²⁾			7,567	01/26/2012⁽⁴⁾	01/25/2021	Common Stock	7,567	$0.0000	0.0000	D
Stock option	$33.02	06/29/2012		D⁽²⁾			11,029	01/27/2011⁽⁵⁾	01/26/2020	Common Stock	11,029	$0.0000	0.0000	D
Stock option	$23.33	06/29/2012		D⁽²⁾			3,189	01/28/2010	01/27/2019	Common Stock	3,189	$0.0000	0.0000	D
Stock option	$45.38	06/29/2012		D⁽²⁾			6,343	01/30/2009	01/29/2018	Common Stock	6,343	$0.0000	0.0000	D
Stock option	$42.24	06/29/2012		D⁽²⁾			1,800	06/21/2007	06/20/2016	Common Stock	1,800	$0.0000	0.0000	D

Explanation of Responses:

1. The disposition involved shares of the Issuer's common stock subject to five 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 five separate replacement awards covering an aggregate of 9,530 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. 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.

3. The option vests in three equal annual installments beginning January 25, 2013.

4. The option became exercisable for 2,522 shares on the indicated date and will become exercisable for the balance of the shares in two successive equal annual installments, beginning January 26, 2013.

5. The option became exercisable for 3,676 shares on the indicated date and became or will become exercisable for the balance of the shares in two successive equal annual installments, beginning January 27, 2012.

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/ Paul K. Ito	07/03/2012
	** Signature of Reporting Person	Date
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