SEC FORM 4

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^*

VAN DER MERWE ROBERT P

(Last)

(First)

(Middle)

105 CORPORATE PARK DRIVE

(Street)

WHITE PLAINS

10604

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PAXAR CORP [ PXR ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	President and CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/15/2007

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	06/15/2007		D		75,000	D	⁽¹⁾	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (right to buy)	$17.36	06/15/2007		D			25,000	⁽²⁾	04/25/2015	Common Stock	25,000	⁽²⁾	0	D
Stock Option (right to buy)	$17.91	06/15/2007		D			40,000	⁽³⁾	06/06/2015	Common Stock	40,000	⁽³⁾	0	D
Stock Option (right to buy)	$20.35	06/15/2007		D			30,000	⁽⁴⁾	01/26/2016	Common Stock	30,000	⁽⁴⁾	0	D
Stock Option (right to buy)	$22.02	06/15/2007		D			42,098	⁽⁵⁾	01/25/2017	Common Stock	42,098	⁽⁵⁾	0	D

Explanation of Responses:

1. Pursuant to a merger agreement between the issuer and Avery Dennison Corporation, these shares were disposed of for $30.50 per share at the effective time of the merger.

2. The reporting person was granted options to purchase 50,000 shares of common stock on April 25, 2005, which became exercisable in four equal annual installments beginning on April 25, 2006. 25,000 shares remain unexercised and were cancelled in the merger between the issuer and Avery Dennison Corporation in exchange for options of Avery Dennisons's common stock, representing the product of 25,000 shares of common stock and $30.50 divided by the average Avery Dennison stock price of $64.819 over the 20 trading days immediately prior to the merger.

3. The reporting person was granted options to purchase 80,000 shares of common stock on July 6, 2005, which became exercisable in four equal annual installments beginning on July 6, 2006. 40,000 shares remain unexercised and were cancelled in the merger between the issuer and Avery Dennison Corporation in exchange for options of Avery Dennisons's common stock, representing the product of 40,000 shares of common stock and $30.50 divided by the average Avery Dennison stock price of $64.819 over the 20 trading days immediately prior to the merger.

4. The reporting person was granted options to purchase 40,000 shares of common stock on January 26, 2006, which became exercisable in four equal annual installments beginning on January 26, 2007. 30,000 shares remain unexercised and were cancelled in the merger between the issuer and Avery Dennison Corporation in exchange for options of Avery Dennisons's common stock, representing the product of 30,000 shares of common stock and $30.50 divided by the average Avery Dennison stock price of $64.819 over the 20 trading days immediately prior to the merger.

5. The reporting person was granted options to purchase 42,098 shares of common stock on January 25, 2007, which became exercisable in four equal annual installments beginning on January 25, 2008. 42,098 shares remain unexercised and were cancelled in the merger between the issuer and Avery Dennison Corporation in exchange for options of Avery Dennisons's common stock, representing the product of 42,098 shares of common stock and $30.50 divided by the average Avery Dennison stock price of $64.819 over the 20 trading days immediately prior to the merger.

Remarks:

	/s/ Robert S. Stone, Attorney-in-Fact	06/19/2007
	** 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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