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*
DEMPSEY MICHAEL H

(Last) (First) (Middle)
425 WINTER ROAD

(Street)
DELAWARE OH 43015

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
GREIF INC [ GEF,GEF.B ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
04/04/2008
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
Class B Common Stock 04/04/2008 G 24,000 D $0.00(1) 0(2) I See footnote.(1)
Class B Common Stock 04/04/2008 G 24,000 A $0.00(1) 0(2) I See footnote.(1)
Class B Common Stock 04/04/2008 G 76,000 D $0.00(3) 0(4) D
Class B Common Stock 04/04/2008 G 76,000 A $0.00(3) 0(2) I See footnote.(3)
Class B Common Stock 04/04/2008 G 380 D $0.00(5) 0(4) D
Class B Common Stock 04/04/2008 G 380 A $0.00(5) 0(6) I See footnote.(5)
Class B Common Stock 877,300(7) D
Class B Common Stock 211,860 I See footnote.(8)
Class B Common Stock 2,854 I See footnote.(9)
Class B Common Stock 136,000 I See footnote.(10)
Class B Common Stock 10,751,808 I See footnote.(11)
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
Explanation of Responses:
1. Transaction reflects disposal and acquisition between grantor retained annuity trusts of which Michael H. Dempsey is the trustee.
2. See footnote number 10 below for securities owned after reported transactions by grantor retained annuity trusts of which Mr. Dempsey is the trustee.
3. Transaction reflects gift by Michael H. Dempsey to grantor retained annuity trust of which Michael H. Dempsey is the trustee.
4. See footnote 7 below for securities owned directly by Michael H.Dempsey after reported transactions.
5. Transaction reflects gift by Michael H. Dempsey to family trust. Mr. Dempsey is not a trustee of this family trust, and he disclaims beneficial ownership of these securities and the filing of this report is not an admission that Mr. Dempsey is the beneficial owner for the purpose of Section 16 or for any other purpose.
6. See footnote 9 below for securities owned after reported transactions by this family trust.
7. Securities owned directly by Michael H. Dempsey after the reported transactions.
8. By a charitable lead annuity trust of which Michael H. Dempsey is the trustee.
9. By a family trust. The reporting person's spouse is the trustee of the trust. The reporting person disclaims beneficial ownership of these securities and the filing of this report is not an admission that the reporting person is the beneficial owner of these securities for the purpose of Section 16 or for any other purpose.
10. By grantor retained annuity trusts of which Michael H.Dempsey is the trustee.
11. By family trusts of which Michael H. Dempsey is the trustee.
Michael H. Dempsey by John K. Dieker pursuant to a POA filed with the Commission. 04/29/2008
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.