X0306 4 2016-05-13 1 0000215419 CHECKPOINT SYSTEMS INC CKP 0001180779 DAVID STEPHEN N 101 WOLF DRIVE THOROFARE NJ 08086 1 0 0 0 Common Stock 2016-05-13 4 D 0 62174 D 0 D Stock Option (Right to Buy) 8.38 2016-05-13 4 D 0 10000 D 2022-09-10 Common Stock 10000 0 D Pursuant to that certain Agreement and Plan of Merger dated March 1, 2016 (the "Merger Agreement") by and among the Issuer, CCL Industries Inc. ("CCL") and a wholly-owned subsidiary of CCL, the Issuer became an indirect wholly-owned subsidiary of CCL upon consummation of the merger (the "Effective Time"). The aggregate holdings of 62,174 shares of common stock were disposed at the Effective Time for the following merger consideration: (a) 37,500 shares of common stock. At the Effective Time, each such share of common stock was disposed of in exchange for $10.15 (or the "Merger Consideration") in cash. (b) 9,139 shares of unvested restricted stock units ("RSUs"). At the Effective Time, each RSU (whether vested or unvested) was canceled in exchange for a cash amount equal to the product of (x) $10.15 and (y) the number of shares covered by such RSU, subject to all applicable withholding taxes. (Continued from footnote 1) (c) 15,535 shares of common stock acquired under various deferred compensation plans. It is comprised of both shares of common stock and shares of common stock accrued pursuant to a matching provision under such plan. At the Effective Time, each deferred share was converted into a cash balance amount determined by multiplying the number of deferred shares outstanding immediately prior to the Effective Time by $10.15, rounded up to the nearest whole cent. Pursuant to the procedures set forth in the Merger Agreement, each option vested in full at the Effective Time and was cancelled in exchange for a cash payment equal to the number of shares subject to the option immediately prior to the merger, into the right to receive an amount in cash, without interest, equal to the product of (x) the aggregate number of shares of the Issuer's common stock subject to such option, multiplied by (y) the excess, if any, of the Merger Consideration over the per share exercise price under such option, subject to all applicable withholding taxes. If the amount that could have been obtained upon the exercise of the option pursuant to the foregoing is equal to or less than zero, then the option will be terminated without payment. Exhibit List: Exhibit 24 - Power of Attorney /s/ Bryan Rowland, attorney-in-fact 2016-05-13