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*
BENJAMIN CHRISTOPHER J

(Last) (First) (Middle)
822 BISHOP STREET

(Street)
HONOLULU HI 96813

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Alexander & Baldwin, Inc. [ ALEX ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President & COO
3. Date of Earliest Transaction (Month/Day/Year)
01/27/2014
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)
Code V Amount (A) or (D) Price
Common Stock 01/27/2014 A(1) 5,612 A $0.0000 74,193.1869 I By Revocable Living Trust
Common Stock 01/28/2014 F(2) 1,117 D $40.2 73,076.1869 I By Revocable Living Trust
Common Stock 555 D
Common Stock 20,000 I By Spouse's Revocable Living Trust
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
Performance Rights (3) 01/27/2014 A 5,612 (3) 12/31/2015 Common Stock 5,612 $0.0000 5,612 D
Explanation of Responses:
1. Restricted stock units issued under the Issuer's 2012 Incentive Compensation Plan that vest in three equal annual installments beginning a year from the transaction date.
2. Represents common stock withheld by the Issuer to cover tax withholding obligations arising from the vesting of a previous grant of restricted stock units.
3. Represents shares of the Issuer's common stock underlying performance share units that are subject to both performance-vesting and service-vesting requirements. The performance vesting requirement is tied to the Issuer's total shareholder return relative to that of the companies comprising the S&P MidCap 400 Index over a two-year performance period coincident with the 2014 and 2015 calendar years. The level at which that performance goal is attained will determine the number of shares of the Issuer's common stock that will become issuable under the performance share units and will range from 35% of the number of reported shares at threshold level attainment to 100% of the reported shares at target level attainment to 150% of the reported shares at maximum level attainment. The Reporting Person will vest in all of the shares of the Issuer's common stock that become so issuable, provided the Reporting Person continues in the Issuer's employ through (footnote continued in Remarks below)
Remarks:
the completion of the performance period. Pro-rata vesting will apply in the event the performance goal is attained at threshold level or above but the Reporting Person fails to complete the service requirement by reason of death, disability or retirement. Special performance vesting and service-vesting provisions will apply in the event the Issuer should undergo a change in control or ownership during the performance period. A portion of the shares of the Issuer's common stock that become issuable under the performance share units may be withheld by the Issuer to satisfy the applicable withholding taxes.
/s/ Christopher J. Benjamin 01/29/2014
** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.