SEC FORM 5

SEC Form 5

FORM 5

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

ANNUAL 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).

Form 3 Holdings Reported.

Form 4 Transactions Reported.

1. Name and Address of Reporting Person^*

GARDNER HERBERT M

(Last)

(First)

(Middle)

P. O. BOX 463

(Street)

WADING RIVER

11792

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
CHASE PACKAGING CORP [ CPKA ]

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

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

3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2014

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 at end of Issuer's Fiscal Year (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)	3. Transaction Code (Instr. 8)	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							927,297	D
Common Stock							167,590	I	By GST U/W/O Mary Gardner⁽¹⁾

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)	4. Transaction Code (Instr. 8)	(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)
Series A 10% Convertible Preferred Stock	$0.1						⁽⁴⁾	⁽⁵⁾	Common Stock	1,970,000⁽²⁾⁽³⁾		1,970,000⁽²⁾⁽³⁾	D
Series A 10% Convertible Preferred Stock	$0.1						⁽⁴⁾	⁽⁵⁾	Common Stock	349,000⁽³⁾		349,000⁽³⁾	I	By GST U/W/O Mary K. Gardner⁽¹⁾
Warrants	$0.15						⁽⁴⁾	09/07/2015	Common Stock	623,500		623,500	D
Warrants	$0.15						⁽⁴⁾	09/07/2015	Common Stock	89,000		89,000	I	By GST U/W/O Mary K. Gardner⁽¹⁾
Incentive Stock Option	$0.03						⁽⁴⁾	06/24/2018	CommonStock	50,000		50,000	D

Explanation of Responses:

1. Reporting person disclaims beneficial ownership of shares and warrants owned by the Generation Skipping Marital Trust U/W/O Mary K. Gardner, of which the reporting person is a Co-Trustee.

2. 1,058 shares of Series A Convertible Preferred Stock (convertible into 1,058,000 Common shares) are held in IRA Rollover.

3. Adjusted to reflect the annual 10% stock dividends paid by the Company to all holders of Series A Convertible Preferred Stock on December 1, 2013 and December 1, 2014.

4. Currently exercisable.

5. Not applicable.

	/s/ Julia A. Gardner, Attorney-in-Fact for Herbert M. Gardner	02/17/2015
	** 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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