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
	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* WARBURG PINCUS PRIVATE EQUITY VIII L P (Last) (First) (Middle) 466 LEXINGTON AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip)	2. Issuer Name and Ticker or Trading Symbol JARDEN CORP [ JAH ]	5. Relationship of Reporting Person(s) to Issuer (Check all applicable) Director X 10% Owner Officer (give title below) Other (specify below)
	3. Date of Earliest Transaction (Month/Day/Year) 10/08/2004
	4. If Amendment, Date of Original Filed (Month/Day/Year)	6. Individual or Joint/Group Filing (Check Applicable Line) Form filed by One Reporting Person X 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, par value $.01 per share	10/08/2004		J(1)(2)(3)(4)(5)		102,041	D	(1)(2)(3)(4)(5)	612,245(1)(2)(3)(4)(5)	D(1)(2)(3)(4)(5)

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
Series B Convert. Particip. Pref'd Stock, par val. $.01(6)	$32	10/08/2004		J(1)(2)(3)(4)(5)			28,571	(7)	(7)	Common Stock	(6)	(1)(2)(3)(4)(5)	110,204	D(1)(2)(3)(4)(5)
Series C Mand Convert. Particip. Pref'd Stock, par val. $.01(8)(9)(10)	$30	10/08/2004		J(1)(2)(3)(4)(5)			18,367	(8)(9)(10)	(8)(9)(10)	Common Stock	(8)(9)(10)(11)	(1)(2)(3)(4)(5)	171,429	D(1)(2)(3)(4)(5)

1. Name and Address of Reporting Person* WARBURG PINCUS PRIVATE EQUITY VIII L P (Last) (First) (Middle) 466 LEXINGTON AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WARBURG PINCUS & CO (Last) (First) (Middle) 466 LEXINGTON AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

1. Name and Address of Reporting Person* WARBURG PINCUS LLC (Last) (First) (Middle) 466 LEXINGTON AVENUE (Street) NEW YORK NY 10017 (City) (State) (Zip) Relationship of Reporting Person(s) to Issuer Director X 10% Owner Officer (give title below) Other (specify below)

Explanation of Responses:

1. Pursuant to a Purchase Agreement, dated as of September 19, 2004, by and between Jarden Corporation (the "Company"), and Warburg Pincus Private Equity VIII, L.P. ("WPVIII"), a Delaware limited partnership (the "Purchase Agreement") WPVIII agreed to purchase 714,286 shares of common stock, par value $0.01 per share (the "Common Stock"), of the Company, 128,571 Series B Convertible Participating Preferred Stock of the Company ("Series B Preferred Stock"), and 200,000 Series C Mandatory Convertible Participating Preferred Stock of the Company ("Series C Preferred Stock"), at an aggregate purchase price of $350,000,000. The closing of the acquisition of the Common Stock, the Series B Preferred Stock and the Series C Preferred Stock pursuant to the Purchase Agreement is subject to material conditions including the closing of the acquisition of American Household, Inc. ("AHI") by the Company.

2. Pursuant to an Assignment and Joinder Agreement, dated October 8, 2004 (the "Agreement"), by and among the Company, Catterton Partners V, L.P. ("Catterton Partners"), Catterton Partners V Offshore, L.P. ("Catterton Offshore"), Catterton Coinvest I, L.L.C. (together with Catterton Partners and Catterton Offshore, "Catterton") WPVIII, Warburg Pincus Netherlands Private Equity VIII C.V. I ("WPNPE VIII I"), Warburg Pincus Netherlands Private Equity VIII C.V. II ("WPNPE VIII II") and Warburg Pincus Germany Private Equity VIII KG ("WPGPE VIII" and together with WPVIII, WPNPE VIII I and WPNPE VIII II, the "Warburg Pincus Funds"), WPVIII assigned certain rights, and Catterton and WPNPE VIII I, WPNPE VIII II and WPGPE VIII assumed WP VIII's related obligations, under the Purchase Agreement in connection with the purchase of the shares of Series B Preferred Stock, Series C Preferred Stock and Common Stock.

3. Under the terms of the Agreement, upon the closing of the acquisition of AHI by the Company, subject to the terms and conditions contained in the securities purchase agreement, dated September 19, 2004, between the Company and the sellers named therein, the Warburg Pincus Funds will purchase from the Company an aggregate of 612,245 shares of Common Stock, 110,204 shares of Series B Convertible Participating Preferred Stock of the Company, par value $0.01 per share ("Series B Preferred Stock"), and 171,429 shares of Series C Mandatory Convertible Participating Preferred Stock, par value $0.01 per share of the Company ("Series C Preferred Stock" and together with Series B Preferred Stock, the "Preferred Stock") and the aggregate purchase price to be paid for these shares of Common Stock and the Preferred Stock by the Warburg Pincus Funds is $300,000,710. No consideration was paid to WP VIII in connection with entering into the Agreement.

4. The sole general partner of each of WPVIII, WPNPE VIII I, WPNPE VIII II and WPGPE VIII is Warburg Pincus & Co., a New York general partnership ("WP"). Warburg Pincus LLC, a New York limited liability company ("WP LLC"), manages WPVIII. The securities disclosed on this Form 4 may be deemed to be beneficially owned by WPVIII and its affiliated funds (WPNPE VIII I, WPNPE VIII II and WPGPE VIII). By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, WP and WP LLC may be deemed to be the beneficial owners of Common Stock held by WPVIII and its affiliated funds although WP, WP LLC and the Warburg Pincus Funds disclaim beneficial ownership of such securities except to the extent of any indirect pecuniary interest therein.

5. Additionally, each of WPVIII, WPNPE VIII I, WPNPE VIII II, WPGPE VIII, WP and WP LLC disclaim beneficial ownership of the Common Stock and the Preferred Stock as a result of the material contingencies contained in the Purchase Agreement and the Agreement and this report shall not be deemed an admission that the reporting persons are the beneficial owners of the securities for purposes of Section 16 or for any other purpose.

6. The number of shares of Common Stock into which a share of the Series B Preferred Stock shall be convertible shall be determined by dividing a certain value per share (the "Base Liquidation Value") in effect at the time of conversion, by the conversion price in effect at the time of conversion. Assumes that the Base Liquidation Value in effect at the time of conversion shall be $1,000.00 and the conversion price in effect shall be $32.00. The Base Liquidation Value and the conversion price are subject to certain adjustments.

7. The Series B Convertible Participating Stock is convertible from and after the closing of the transaction and has no expiration date.

8. Upon receipt by the Company of both (i) any and all shareholder approvals as may be necessary so that the Series C Preferred Stock shall be immediately convertible into Series B Preferred Stock and Common Stock and (ii) (A) shareholder approval of a proposed amendment to the Company's Certificate of Incorporation to exempt, under certain circumstances, WP, WPVIII, their affiliate funds and the respective general partners, managers, managing members and similar such entities of such funds from the definition of "related person" contained in such Certificate of Incorporation or (B) written waivers of the requirement to receive the approval of such amendment from holders of shares of Series C Preferred Stock representing at least a majority of the then outstanding shares of Series C Preferred Stock (provided that such waivers shall be deemed to have been granted 31 months following the date on which the aggregate purchase price is delivered to the Escrow Agent),(continued)

9. each share of Preferred Stock shall automatically convert into shares of both (i) Series B Preferred Stock and (ii) Common Stock. The Series C Preferred Stock has no expiration date. The number of shares of Series B Preferred Stock into which a share of the Series C Preferred Stock shall be convertible shall be determined by multiplying a certain value per share (the "Liquidation Value") in effect at the time of conversion pursuant to the Purchase Agreement by 0.857143 and dividing by $1,000.00. The number of shares of Common Stock into which a share of Series C Preferred Stock shall be convertible shall be determined by multiplying $1,000.00 by 0.142857 and dividing by the conversion price in effect at the time of conversion.

10. Assumes that the Base Liquidation Value in effect at the time of conversion shall be $1,000.00 and the conversion price in effect shall be $30.00. From and after the seven month anniversary of the consummation of the acquisition of AHI, each holder of Series C Preferred Stock will have the right, at any time and from time to time, at such holder's option, to require the Company to redeem any or all of such holder's shares of Series C Preferred Stock, in whole or in part, at a price per share of Series C Preferred Stock equal to (x) the liquidation value in effect on such special redemption date multiplied by (y) the market price of a share of Common Stock on the date such holder transmits to the Company the notice required by the Ser. C Cert. of Designations divided by (z) the special redemption price, initially equal to $31.71 and to be reduced by 10% as of the seventh month of the Funding Date (subject to adjustment as set forth in the Ser. C Cert. of Designations).

11. Assumes (i) a Liquidation Value of $1,000.00 shall be in effect at the time of conversion, (ii) the conversion price in effect is $30.00 and (iii) all shares of Series B Preferred Stock received upon conversion of the Series C Preferred Stock are immediately converted into Common Stock.

	/s/ Warburg Pincus Private Equity VIII, L.P., by Warburg Pincus & Co. (General Partner), by Scott A. Arenare (Partner)	10/13/2004
	/s/ Warburg, Pincus & Co., by Scott A. Arenare (Partner)	10/13/2004
	/s/ Warburg Pincus LLC, by Scott A. Arenare (Managing Director)	10/13/2004
	** Signature of Reporting Person	Date
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