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^*

KAYE CHARLES R

(Last)

(First)

(Middle)

C/O WARBURG, PINCUS LLC.

466 LEXINGTON AVENUE

(Street)

NEW YORK

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)

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

3. Date of Earliest Transaction (Month/Day/Year)
06/09/2005

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, par value $.01 share	06/09/2005		C⁽¹⁾		835,691	A	⁽¹⁾	1,447,936⁽²⁾	I	See Footnotes⁽³⁾⁽⁴⁾

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)
Series B Conv Part Pref Stock, par val $.01 per sh	$32	06/09/2005		C⁽¹⁾		150,423		01/24/2005	⁽⁵⁾	Common Stock	⁽²⁾	⁽²⁾	260,627	I	See Footnotes⁽³⁾⁽⁴⁾
Series C Mandatory Conv Part Pref Stock, par val $.01 per sh	⁽⁷⁾	06/09/2005		C⁽¹⁾			171,429	06/09/2005	⁽⁶⁾	Common Stock/Series B Preferred Stock	⁽⁷⁾	⁽⁷⁾	0	I	See Footnotes⁽³⁾⁽⁴⁾

Explanation of Responses:

1. On June 9, 2005, the stockholders of Jarden Corporation (the "Company") approved proposals at the Company's annual meeting of stockholders that provided, among other things, for the conversion of the Series C Mandatory Convertible Participating Preferred Stock of the Company ("Series C Preferred Stock") into common stock, par value $0.01 per share (the "Common Stock"), and Series B Convertible Participating Preferred Stock of the Company ("Series B Preferred Stock"); and, an amendment to the Company's Restated Certificate of Incorporation to amend the definition of "related party" to exclude the Filing Persons and certain of their affiliates from the term "related party." Pursuant to the terms of the certificate of designations relating to the Series C Preferred Stock, the Series C Preferred Stock was automatically converted into fully paid and non-assessable shares of both (a) Series B Preferred Stock and (b) Common Stock.

2. 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. At issuance, the Base Liquidation Value was $1,000.00 and the conversion price was $32.00. The Base Liquidation Value and the conversion price are subject to certain adjustments as set forth in the Certificate of Designations relating to the Series B Preferred Stock.

3. 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 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.

4. Mr. Charles R. Kaye, a director of the Company, is a Managing General Partner of WP and a Managing Member of WP LLC. All shares indicated as owned by Mr. Kaye are included because of his affiliation with the Warburg Pincus entities. Mr. Kaye may be deemed to have an indirect pecuniary interest (within the meaning of Rule 16a-1 under the Securities Exchange Act of 1934) in an indeterminate portion of the shares owned by WP VIII. Mr. Kaye disclaims beneficial ownership of all shares owned by the Warburg Pincus entities.

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

6. The Series C Preferred Stock has no expiration date.

7. The number of shares of Series B Preferred Stock into which a share of the Series C Preferred Stock was convertible was determined by multiplying a certain value per share (the "Liquidation Value") in effect at the time of conversion, $1,023.72, 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 was convertible was determined by multiplying $1,023.72 by 0.142857 and dividing by $30.00.

	/s/ Scott A. Arenare, as Attorney-in-fact for Charles R. Kaye	06/13/2005
	** Signature of Reporting Person	Date
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