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^*

ONTARIO TEACHERS PENSION PLAN BOARD

(Last)

(First)

(Middle)

5650 YONGE STREET

5TH FLOOR

(Street)

TORONTO

M2M 4H5

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
SAMSONITE CORP/FL [ SAMC.OB ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2004

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)
Common Stock	12/29/2004		P		4,933,959	A	$0.5	24,477,118	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)
2003 Convertible Preferred Stock	$0.42⁽¹⁾⁽²⁾	12/29/2004		P		1,928		⁽³⁾	⁽³⁾	Common Stock	⁽¹⁾⁽²⁾	$1,331.66	46,053	D
Warrants	$13.02	12/29/2004		P		5,000		12/29/2004	06/15/2010	Common Stock	⁽⁴⁾	⁽⁵⁾	5,000	D

Explanation of Responses:

1. The number of shares of Common Stock issuable upon conversion of the 2003 Convertible Preferred Stock will be equal to the quotient obtained by dividing (x) the sum of the Liquidation Value plus all accrued and unpaid dividends thereon by (y) the Conversion Price then in effect. "Liquidation Value" and "Conversion Price" have the meanings set forth in the Certificate of Designation of the Powers, Preferences and Relative, Participating, Optional and Other Special Rights of 2003 Convertible Preferred Stock and Qualifications, Limitations and Restrictions Thereof (the "Certificate of Designation").

2. On December 29, 2004, the sum of the Liquidation Value plus all accrued and unpaid dividends of each share of 2003 Convertible Preferred Stock was approximately $1,118.59 and the Conversion Price was $0.42 and the amount of Common Stock underlying the securities reported in column 5 of Table II above was approximately 5,134,865 shares. The Conversion Price and the number of shares issuable upon conversion of the Preferred Stock will be subject to adjustment upon the occurrence of certain events as set forth in the Certificate of Designation.

3. Shares of 2003 Convertible Preferred Stock are convertible into shares of common stock from the date of issuance, July 31, 2003, and any time thereafter.

4. Each warrant is exercisable for 11.194 shares of Common Stock, for an aggregate of 55,970 shares of common stock.

5. No value was allocated to the warrants by the December 29, 2004 Purchase Agreement pursuant to which the securities disclosed in this Form 4 were transferred to the Reporting Person (the "Purchase Agreement"). The lack of such consideration reflects the fact that the exercise price of $13.02 per Common Share exceeds the current market price at which Common Shares are currently traded over the counter ($.90 per share of Common Stock as of Dec. 23, 2004).

	Robert Bertram, Executive Vice President, Investments	12/31/2004
	** 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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