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	OMB APPROVAL OMB Number: 3235-0287 Estimated average burden hours per response: 0.5
X	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* MEALY MARK W (Last) (First) (Middle) 352 EASTOVER ROAD (Street) CHARLOTTE NC 28207 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol MORTON INDUSTRIAL GROUP INC [ MGRP ]	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) 08/25/2006
	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 A Common Stock	08/18/2006		G	V	70,000	D	$0	915,678	I	see footnote(1)
Class A Common Stock	08/25/2006		J(2)		360,000	D	$10	555,678	I	see footnote(1)
Class A Common Stock	08/25/2006		D(3)		555,678	D	$10	0	I	see footnote(1)
Class A Common Stock	08/25/2006		D(4)		176,906	D	$10	0	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)
				Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (right to buy)	$0.325	08/25/2006		D			6,667	06/17/2002	06/17/2012	Class A Common Stock	6,667	(5)	0	D
Stock Option (right to buy)	$0.15	08/25/2006		D			50,000	02/26/2003	02/26/2013	Class A Common Stock	50,000	(6)	0	D
Stock Option (right to buy)	$0	08/25/2006		D			3,895	(7)	(7)	Class A Common Stock	3,895	(8)	0	D

Explanation of Responses:

1. Represent securities held by Eastover Group LLC, a limited liability company of which the Reporting Person serves as managing member. The Reporting Person disclaims beneficial ownership of such securities except to the extent of his pecuniary interest therein, if any.

2. Disposed of pursuant to the contribution agreement among the Reporting Person, MMC Precision Holdings Corp. ("Holdings") and the other parties thereto in connection with the merger (the "Merger") between the Issuer and MMC Precision Merger Corp. ("Merger Sub") in exchange for 3,600,000 shares of Holdings common stock having a market value of $1.00 per share on the effective date of the Merger.

3. Disposed of in the Merger in exchange for $5,556,780, pursuant to the merger agreement (the "Merger Agreement") between the Issuer, Merger Sub and Holdings.

4. Disposed of in the Merger in exchange for $1,769,060, pursuant to the Merger Agreement.

5. This option was canceled in the Merger in exchange for a cash payment of $64,503, representing the difference between the exercise price of the option and the $10.00 per share of Class A common stock payable by Holdings under the Merger Agreement on the effective date of the Merger ($9.675 per share).

6. This option was canceled in the Merger in exchange for a cash payment of $492,500, representing the difference between the exercise price of the option and the $10.00 per share of Class A common stock payable by Holdings under the Merger Agreement on the effective date of the Merger ($9.85 per share).

7. The Issuer's Non-Employee Directors' Compensation Plan provided for the issuance of 3,895 shares to the Reporting Person upon his retirement or other cessation as a director of the Issuer. Pursuant to the Merger Agreement, the right to such shares terminated in the Merger and was converted into the right to receive $10.00 for each such share.

8. Disposed of in the Merger in exchange for $38,950, pursuant to the Merger Agreement.

	/s/ Mark W. Mealy	08/28/2006
	** 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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