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*
OSTERMAN JAMES S
(Last) (First) (Middle)
BLOUNT INTERNATIONAL, INC.
4909 SE INTERNATIONAL WAY
(Street)
PORTLAND OR 97222
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
BLOUNT INTERNATIONAL INC [ BLT ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
President and CEO
3. Statement for Issuer's Fiscal Year Ended (Month/Day/Year)
12/31/2004
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 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)
Amount (A) or (D) Price
Common Stock 08/19/1999 J 1,176 A (1) 1,176 D
Common Stock 08/19/1999 J 42,624 A (2) 42,624 D
Common Stock 09/17/2004 P 100 A $11.85 100 D
Common Stock 09/17/2004 P 2,000 A $11.87 2,000 D
Common Stock 09/17/2004 P 2,900 A $11.9 2,900(3) D
Common Stock 02/02/2005 G(3) 5,000 D (3) 2,900(3) 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)
(A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
1999 Stock Incentive Plan (Right to Buy) $15 08/19/1999 J 60,000 (4) 08/18/2009 Common Stock 60,000 $15 60,000 D
1999 Stock Incentive Plan (Right to Buy) $15 08/19/1999 J 60,000 (4) 08/18/2009 Common Stock 60,000 $15 60,000 D
2000 Stock Incentive Plan (Right to Buy) $5 06/29/2001 J 150,000 (4) 06/29/2011 Common Stock 150,000 $5 150,000 D
2000 Stock Incentive Plan (Right to Buy) $2.85 03/15/2002 J 150,000 (4) 03/15/2012 Common Stock 150,000 $2.85 150,000 D
2000 Stock Incentive Plan (Right to Buy) $3.028 02/14/2002 J 39,400 (4) 02/19/2012 Common Stock 39,400 $3.028 39,400 D
2000 Stock Incentive Plan (Right to Buy) $5.05 02/02/2004 J 50,000 (4) 02/02/2014 Common Stock 50,000 $5.05 50,000 D
1999 and 2000 Stock Incentive Plan (Right to Buy) $16.62 12/21/2004 J 50,000 (5) 12/21/2014 Common Stock 50,000 $16.62 50,000 D
Explanation of Responses:
1. Shares of Blount International, Inc. Class A common stock converted 2-for-1 shares of Blount International, Inc. common stock.
2. In connection with merger of Red Dog Acquisition Corp. into Blount International, Inc. on August 19, 1999, all outstanding stock options were cancelled and the spread between exercise price and $30 was paid in cash and stock to employee.
3. Gift to children and grandchildren who do not share reporting person's household. The reporting person disclaims beneficial ownership of the shares held by his children and grandchildren, and this report should not be deemed an admission that the reporting person is the beneficial owner of his children or grandchildren's shares for purposes of Section 16 or for any other purpose. This transaction was gifted from reporting person's September 17, 2004 purchased of 7,900 shares at $11.90 share.
4. All stock options granted under the 1999 and 2000 Stock Incentive Plans became fully vested on or before December 31, 2004. As to all except the 1999 Plan Performance Options, this occurred on December 20, 2004 at the time of a Change-In-Control (as defined in the 1999 and 2000 Stock Incentive Plans) upon the closing of a Secondary Offering by Lehman Brothers of 10,000,000 shares of Blount International common stock. The Performance Shares were vested as of December 31, 2004 by action taken by the Board of Directors of Blount International, Inc.
5. Vests 33.33% on each succeeding anniversary date of grant for new three years. First vesting date is December 21, 2005.
Remarks:
Richard H. Irving, III 02/03/2005
** 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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