-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Uegx1QjtaKdrPMvOphWxOEcn6MaRMmp3gRxqrvHIRqscF32NhKogLKITK+wkKKTE NYyYARjISueOG/xNz89/Uw== 0000351262-09-000022.txt : 20090130 0000351262-09-000022.hdr.sgml : 20090130 20090130163415 ACCESSION NUMBER: 0000351262-09-000022 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20090130 DATE AS OF CHANGE: 20090130 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CUMBERLAND ASSOCIATES LLC CENTRAL INDEX KEY: 0000351262 STANDARD INDUSTRIAL CLASSIFICATION: UNKNOWN SIC - 0000 [0000] IRS NUMBER: 000000000 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A BUSINESS ADDRESS: STREET 1: 1114 AVENUE OF THE AMERICAS CITY: NEW YORK STATE: NY ZIP: 10036 BUSINESS PHONE: 2125750900 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: BWAY Holding CO CENTRAL INDEX KEY: 0001392179 STANDARD INDUSTRIAL CLASSIFICATION: METAL CANS [3411] IRS NUMBER: 303624491 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-83380 FILM NUMBER: 09558730 BUSINESS ADDRESS: STREET 1: 8607 ROBERTS DRIVE, SUITE 250 CITY: ATLANTA STATE: GA ZIP: 30350 BUSINESS PHONE: 770-6454800 MAIL ADDRESS: STREET 1: 8607 ROBERTS DRIVE, SUITE 250 CITY: ATLANTA STATE: GA ZIP: 30350 SC 13G/A 1 bwayholding013009.htm

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13G

Under the Securities Exchange Act of 1934

(Amendment No. 2)*

BWAY Holding Company
(Name of Issuer)

Common Stock, par value $.01 per share
(Title of Class of Securities)

12429T104
(CUSIP Number)

December 31, 2008
(Date of Event which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

     [X ]     Rule 13d-1(b)
     [    ]     Rule 13d-1(c)
     [    ]     Rule 13d-1(d)

*The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 12429T104				13G	Page 2 of 6 Pages
1	NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Cumberland Associates LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b)
3	SEC USE ONLY
4	CITIZENSHIP OR PLACE OF ORGANIZATION New York
		5	SOLE VOTING POWER 1,190,000
BENEFICIALLY NUMBER OF SHARES OWNED BY		6	SHARED VOTING POWER 0
EACH REPORTING PERSON WITH		7	SOLE DISPOSITIVE POWER 1,190,000
		8	SHARED DISPOSITIVE POWER 0
9	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,190,000
10	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ]
11	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 5.4%
12	TYPE OF REPORTING PERSON* OO, IA

*SEE INSTRUCTION BEFORE FILLING OUT!

Item 1(a) Name of Issuer:

BWAY Holding Company (the “Issuer”)

Item 1(b) Address of Issuer's Principal Executive Offices:

8607 Roberts Drive
Suite 250
Atlanta, Georgia 30350-2237

Item 2(a) Name of Person Filing:

This statement is being filed by Cumberland Associates LLC. Cumberland Associates LLC is a limited liability company organized under the laws of the State of New York, and is engaged in the business of managing, on a discretionary basis, four securities accounts (the “Accounts”), the principal one of which is Cumberland Partners. Gary G. Tynes, Bruce G. Wilcox, Andrew M. Wallach, Barry A. Konig, Steven D. Morrow and Bradley H. Gendell are the members (the “Members”) of Cumberland Associates LLC.

Item 2(b) Address of Principal Business Office:

The address of the principal business and office of Cumberland Associates LLC and each of the Members is 1114 Avenue of the Americas, New York, New York 10036.

Item 2(c) Citizenship:

Cumberland Associates LLC is a New York limited liability company. Each of the Members is a citizen of the United States.

Item 2(d) Title of Class of Securities:

Common Stock, par value $.01 per share (the “Shares”)

Item 2(e) CUSIP Number:

12429T104

Item 3 Not Applicable

Item 4. Ownership:

Item 4(a) Amount Beneficially Owned:

As of December 31, 2008, Cumberland Associates LLC may be deemed the beneficial owner of 1,190,000 Shares.

Item 4(b) Percent of Class:

The number of Shares of which Cumberland Associates LLC may be deemed to be the beneficial owner constitutes approximately 5.4% of the total number of Shares outstanding, based upon 21,860,650 Shares outstanding as of December 9, 2008, as reported in the Company’s Annual Report on Form 10-K for the fiscal year ended September 28, 2008.

Item 4(c) Number of shares as to which such person has:

(i)     Sole power to vote or to direct the vote:

         1,190,000

(ii)     Shared power to vote or to direct the vote:

         0

(iii)     Sole power to dispose or to direct the disposition of:

         1,190,000

(iv)     Shared power to dispose or to direct the disposition of:

          0

Item 5 Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the
following. [ ]

Item 6 Ownership of More than Five Percent on Behalf of Another Person:

The beneficial owners of the Accounts have the right to participate in the receipt of dividends from, or proceeds from the sale of, the Shares held for each Account in accordance with their ownership interests in each such Account.

Item 7 Identification and Classification of the
Subsidiary Which Acquired the Security Being

Reported on By the Parent Holding Company:

Not Applicable

Item 8 Identification and Classification of Members
of the Group:

Not Applicable.

Item 9 Notice of Dissolution of Group:

Not Applicable

Item 10 Certification:

By signing below the signatory certifies that, to the best of his knowledge and belief, the securities referred to above were not acquired and are not held for the purpose of or with the effect of
changing or influencing the control of the Issuer of the securities and were not acquired and are not held in connection with or as a participant in any transaction having that purpose or effect.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

    Dated: January 30, 2009

                                                            CUMBERLAND ASSOCIATES LLC

By: /s/ Gary G. Tynes
Name: Gary G. Tynes

Title: Managing Member/Chief Operating Officer/Chief Financial Officer

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