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^*

KEANE DANIEL G

(Last)

(First)

(Middle)

1801 ELMWOOD AVE

(Street)

BUFFALO

14207

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MOD PAC CORP [ MPAC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

3. Date of Earliest Transaction (Month/Day/Year)
01/17/2013

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)
$.01 Par Value Common Stock⁽¹⁾	01/17/2013		M		31,921	A	$5.392	31,921	D
$.01 Par Value Common Stock								406,905	I	By Trust⁽²⁾
$.01 Par Value Common Stock								16,997	I	By Spouse⁽³⁾
$.01 Par Value Class B Stock								14,995	I	By Spouse⁽³⁾
$.01 Par Value Common Stock								25,000	I	By Children⁽⁴⁾
$.01 Par Value Class B Stock								201,237	D

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)
Option	$5.392	01/17/2013		M			31,921	01/24/2004	01/24/2013	$.01 PV Com Stk	0	$5.392	0	D
Option	$8.44							08/20/2004	02/20/2014	$.01 PV Com Stk	28,000		28,000	D
Option	$12.8							07/06/2005	01/06/2015	$.01 PV Com Stk	22,300		22,300	D
Option	$11.68							06/21/2006	12/21/2015	$.01 PV Com Stk	22,300		22,300	D
Option	$10							06/13/2007	12/13/2016	$.01 PV Com Stk	22,300		22,300	D
Option	$7.36							06/20/2008	12/20/2017	$.01 PV Com Stk	26,000		26,000	D
Option	$1.85							06/15/2009	12/15/2018	$.01 PV Com Stk	40,000		40,000	D
Option	$4.37							06/16/2010	12/16/2019	$.01 PV Com Stk	25,000		25,000	D
Option	$4.65							06/21/2011	12/21/2020	$.01 PV Com Stk	25,000		25,000	D
Option	$5.9							06/02/2012	12/02/2021	$.01 PV Com Stk	12,500		12,500	D

Explanation of Responses:

1. Exercise of options

2. Mr. Keane transferred the shares of Common Stock reported on this line to a grantor trust (the "Trust") for the benefit of Mr. Keane's wife (with whom he shares a household) and their descendants. Mr. Keane disclaims any beneficial ownership in the shares held by the Trust and this report should not be deemed an admission that the reporting person is the beneficial ownership of the Trust's shares for purpose of Section 16 or for any other purpose.

3. Mr. Keane disclaims any beneficial ownership in shares held by his wife.

4. Mr. Keane disclaims any beneficial ownership in shares held by his children.

	/s/ Daniel J. Geary, as Power of Attorney for Daniel G. Keane	01/17/2013
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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