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*
CALLAN MARGARET M
(Last) (First) (Middle)
NASHUA CORPORATION
11 TRAFALGAR SQUARE
(Street)
NASHUA NH 03063
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NASHUA CORP [ NSHA ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
Corporate Controller
3. Date of Earliest Transaction (Month/Day/Year)
09/15/2009
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
Common Stock 09/15/2009 D 2,059.435(1) D $18,556.13(1) 0 I By 401(k) Plan
Common Stock 09/15/2009 D 15,000(2) D $0(2) 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) $8.0625 09/15/2009 D 500 (3) 05/21/2010 Common Stock 500 (3) 0 D
Stock Option (right to buy) $6.04 09/15/2009 D 2,000 (4) 09/16/2011 Common Stock 2,000 (4) 0 D
Explanation of Responses:
1. Disposed of pursuant to an Agreement and Plan of Merger between issuer, NM Acquisition Corp. and Cenveo, Inc. ("Cenveo") dated as of May 6, 2009 (the "Merger Agreement") in exchange for $1,545.48 in cash and 2,605 shares of Cenveo common stock having a market value of $6.53 per share at the Effective Time of the merger (as such term is defined in the Merger Agreement). Price shown in column 4 is the aggregate value of cash and stock received.
2. Represents restricted shares granted pursuant to issuer's 2007 Value Creation Incentive Plan and 2008 Value Creation Incentive Plan. These restricted shares have been converted into the right to receive $0.75 per share in cash and a total of 18,975 shares of Cenveo common stock (representing 1.265 shares of Cenveo common stock for each share of Nashua common stock) but remain subject to the same terms and conditions of the restricted share award agreement governing such shares in effect immediately prior to the Effective Time, except that the performance targets set forth in the restricted share award agreement will be adjusted in the manner set forth in the Merger Agreement. Such cash and shares of Cenveo common stock will be delivered in exchange for each restricted share upon the satisfaction or lapsing of the conditions set forth in the restricted share award agreement governing such share. Price shown in column 4 is the aggregate value of cash and stock received.
3. Pursuant to the Merger Agreement, this option, which is fully vested, was assumed by Cenveo subject to the terms and conditions of the option agreement governing such option in effect immediately prior to the Effective Time, except that such option shall be replaced with an option to purchase 632 shares of Cenveo common stock for $5.79 per share.
4. Pursuant to the Merger Agreement, this option, which is fully vested, was assumed by Cenveo subject to the terms and conditions of the option agreement governing such option in effect immediately prior to the Effective Time, except that such option shall be replaced with an option to purchase 2,530 shares of Cenveo common stock for $4.19 per share.
Remarks:
/s/ Suzanne L. Ansara, Attorney in Fact for: Margaret M. Callan 09/17/2009
** 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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