SEC FORM 3

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^*

Forest Ronald J

(Last)

(First)

(Middle)

1411 SAND ISLAND PARKWAY

(Street)

HONOLULU

96803

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
06/26/2012

3. Issuer Name and Ticker or Trading Symbol
Alexander & Baldwin Holdings, Inc. [ MATX ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	Senior Vice President

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	5,848.64⁽¹⁾	D
Common Stock	18,079.4004	I	By Family Trust

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)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	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)
Stock option	01/27/2011	01/26/2020	Common Stock	3,217⁽²⁾	$33.02⁽²⁾	D
Stock option	01/26/2012	01/25/2021	Common Stock	8,408⁽²⁾	$40.63⁽²⁾	D
Stock option	01/26/2006	01/25/2015	Common Stock	4,200⁽²⁾	$44.445⁽²⁾	D
Stock option	01/30/2009	01/29/2018	Common Stock	8,458⁽²⁾	$45.38⁽²⁾	D
Stock option	01/25/2013	01/24/2022	Common Stock	6,285⁽²⁾	$46.27⁽²⁾	D
Stock option	01/24/2008	01/23/2017	Common Stock	4,784⁽²⁾	$48.19⁽²⁾	D
Stock option	01/25/2007	01/24/2016	Common Stock	3,700⁽²⁾	$52.525⁽²⁾	D

Explanation of Responses:

1. The reported number of shares of the Issuer's common stock includes 4,634 shares underlying restricted stock units that will be issued in one or more increments as those units vest over the Reported Person's period of continued employment with the Issuer. The reported number of shares will be appropriately increased, in accordance with the anti-dilution provisions applicable to the restricted stock units, to reflect 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 at the close of business on June 29, 2012. The increase to the number of shares of Issuer's common stock underlying each restricted stock unit award will preserve the intrinsic value that exists with respect to such award immediately prior to such distribution.

2. The reported number of shares of the Issuer's common stock and the exercise price payable per share will be appropriately adjusted, in accordance with the anti-dilution provisions applicable to the option grant, to reflect 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 at the close of business on June 29, 2012. Those adjustments will preserve the intrinsic value that exists with respect to the option grant immediately prior to such distribution. The options vest in three equal annual installments beginning a year from the transaction date.

Remarks:

Alexander & Baldwin Holdings, Inc. 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, Alexander & Baldwin Holdings, Inc. became the parent holding company of Alexander & Baldwin, Inc., but there were no changes in the pro-rata interests of the security holders. On June 29, 2012 Alexander & Baldwin Holdings, Inc. changed its name to Matson, Inc.

	/s/ Ronald J. Forest	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 5 (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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