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^*

LAYMAN HAROLD E

(Last)

(First)

(Middle)

4909 SE INTERNATIONAL WAY

(Street)

PORTLAND

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
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/28/2005

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	06/28/2005		M		54,414⁽²⁾	A	$5	54,414	D
Common Stock	06/28/2005		F		54,414⁽²⁾	D	$16.05⁽²⁾	0	D
Common Stock	06/28/2005		F		153,912⁽²⁾	D	$16.05⁽²⁾	0	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)
2000 Stock Incentive Plan (Right to Buy)	$5	06/28/2005		M			54,414⁽²⁾	⁽¹⁾	06/29/2011	Common Stock	54,414	$5	67,786	D

Explanation of Responses:

1. 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.

2. Pursuant to a May 31, 2005 Prospectus Supplement (to Prospectus dated November 22, 2004), JPMorgan offered 7,500,000 Blount International shares , 382,380 shares from Blount International, Inc. (the "Corporation") and 7,117,620 shares from Lehman Brothers Merchant Banking Group. The Corporation used the proceeds of its sale to repurchase 208,326 shares held by Harold E. Layman at a price of $16.05 per share. The 208,326 total shares consisted of: 153,912 shares held directly by Mr. Layman and 54,414 shares resulting from the exercise by Mr. Layman of a part of his June 29, 2001 stock option grant.

Remarks:

	Richard H. Irving, III	06/29/2005
	** 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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