X0202 4 2005-06-09 0 0000895655 JARDEN CORP JAH 0000929408 WARBURG PINCUS & CO 466 LEXINGTON AVENUE NEW YORK NY NY 10017 0 0 1 0 0001157334 WARBURG PINCUS PRIVATE EQUITY VIII L P 466 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001162870 WARBURG PINCUS LLC 466 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 0001322709 Warburg Pincus Partners LLC 466 LEXINGTON AVENUE NEW YORK NY 10017 0 0 1 0 Common Stock, par value $.01 2005-06-09 4 C 0 835691 A 1447936 D Ser. B Convert. Part. Pref. Stock, par value $.01 32 2005-06-09 4 C 0 150423 A 2005-01-24 Common Stock 260627 D Ser. C Mand. Convert. Part. Pref. Stock, par value $.01 2005-06-09 4 C 0 171429 D 2005-06-09 Common Stock/Series B Preferred Stock 0 D On June 9, 2005, the stockholders of Jarden Corporation (the "Company") approved proposals at the Company's annual meeting of stockholders that provided for, among other things, 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. 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. 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. The Series B Preferred Stock has no expiration date. 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 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 for Warburg Pincus Private Equity VIII, L.P. (466 Lexington Avenue, New York, New York 10017) 2005-06-13 /s/ Scott A. Arenare for Warburg Pincus Partners LLC (466 Lexington Avenue, New York, New York 10017) 2005-06-13 /s/ Scott A. Arenare for Warburg Pincus & Co. (466 Lexington Avenue, New York, New York 10017) 2005-06-13 /s/ Scott A. Arenare for Warburg Pincus LLC (466 Lexington Avenue, New York, New York 10017) 2005-06-13