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) C/O WARBURG, PINCUS & CO. 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) 08/14/2005
	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(1)	08/14/2005		C		12,418,019	A	(2)	14,589,923	D(1)

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
Ser B Conv Pref Stock, par value $.01 per share	(4)	08/14/2005		C(2)			260,627	01/24/2005	(3)	Common Stock	12,418,019	(4)	0	D(1)

1. Name and Address of Reporting Person* WARBURG PINCUS PRIVATE EQUITY VIII L P (Last) (First) (Middle) C/O WARBURG, PINCUS & CO. 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 Partners LLC (Last) (First) (Middle) C/O WARBURG, PINCUS & CO. 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) C/O WARBURG, PINCUS & CO. 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. The securities disclosed on this Form 4 are owned by Warburg Pincus Private Equity VIII, L.P., a Delaware limited partnership (including two related limited partnerships, "WP VIII"). The sole general partner of WP VIII is Warburg Pincus Partners LLC, a New York limited liability company ("WP Partners LLC") and a subsidiary of Warburg Pincus & Co., a New York general partnership ( "WP"). Warburg Pincus LLC, a New York limited liability company ("WP LLC"), manages WP VIII. The securities disclosed on this Form 4 may be deemed to be beneficially owned by WP VIII. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, WP Partners LLC, WP and WP LLC may be deemed to be the beneficial owners of common stock, par value $.01 (the "Common Stock") of Jarden Corporation (the "Company") held by WP VIII although WP Partners LLC, WP and WP LLC disclaim beneficial ownership of such securities except to the extent of any indirect pecuniary interest therein.

2. Effective June 20, 2005, the Common Stock was split 3:2 resulting in the issuance of 723,968 shares of Common Stock to the Investors. On August 14, 2005, the Company converted all shares of Series B Convertible Participating Preferred Stock of the Company ("Series B Preferred Stock") held by WP VIII into Common Stock in accordance with the terms of the Certificate of Designations relating to the Series B Preferred Stock.

3. The Series B Preferred Stock has no expiration date.

4. The number of shares of Common Stock into which a share of the Series B Preferred Stock was convertible was 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. The Base Liquidation Value was initially $1,000 upon the issuances of the shares of Series B Preferred Stock and was subject to certain adjustments as set forth in the Certificate of Designations relating to the Series B Preferred Stock. The conversion price was initially $32.00 and at the time of the conversion was $21.33 as a result of Jarden's 3-for-2 stock split.

	/s/ Scott Arenare for Warburg Pincus Private Equity VIII, L.P. (466 Lexington Avenue, New York, New York 10017)	08/16/2005
	/s/ Scott Arenare for Warburg Pincus Partners LLC (466 Lexington Avenue, New York, New York 10017)	08/16/2005
	/s/ Scott Arenare for Warburg, Pincus & Co. (466 Lexington Avenue, New York, New York 10017)	08/16/2005
	/s/ Scott Arenare for Warburg Pincus LLC (466 Lexington Avenue, New York, New York 10017)	08/16/2005
	** Signature of Reporting Person	Date
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