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*
ALBERT ANDREW B

(Last) (First) (Middle)
NASHUA CORPORATION
11 TRAFALGAR SQUARE

(Street)
NASHUA NH 03063

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NASHUA CORP [ NSHA ]
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)
09/15/2009
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 09/15/2009 D 86,920(1) D $783,186.97(1) 0 D
Common Stock 09/15/2009 D 8,095(2) D $72,939.3(2) 0 D
Common Stock 09/15/2009 D 200(3) D $1,802.09(3) 0 I By mother
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
Explanation of Responses:
1. Disposed of pursuant to an Agreement and Plan of Merger between issuer, NM Acquisition Corp. and Cenveo, Inc. ("Cenveo") dated as of May 6, 2009 (the "Merger Agreement") in exchange for $65,193.88 in cash and 109,953 shares of Cenveo common stock having a market value of $6.53 per share at the Effective Time of the merger (as such term is defined in the Merger Agreement). Price shown in column 4 is the aggregate value of cash and stock received.
2. Represents restricted stock units granted under the 2008 Directors' Plan, which were fully vested at the Effective Time and were settled and disposed of pursuant to the Merger Agreement in exchange for $6,072.10 in cash and 10,240 shares of Cenveo common stock having a market value of $6.53 per share at the Effective Time. Price shown in column 4 is the aggregate value of cash and stock received.
3. Disposed of pursuant to the Merger Agreement in exchange for $150.00 in cash and 253 shares of Cenveo common stock having a market value of $6.53 per share at the Effective Time of the merger (as such term is defined in the Merger Agreement). Price shown in column 4 is the aggregate value of cash and stock received. These shares are held by Mr. Albert's mother, with respect to which Mr. Albert has power of attorney to vote and dispose of such shares.
Remarks:
/s/ Suzanne L. Ansara, Attorney in Fact for: Andrew B. Albert 09/17/2009
** 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).
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