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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

BAXTER JAMESON A

(Last)

(First)

(Middle)

225 MAIN STREET

P. O. BOX 8003

(Street)

MENASHA

54952-8003

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BANTA CORP [ BN ]

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)
01/09/2007

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	01/09/2007		D		16,375	D	$0⁽¹⁾	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)
Phantom stock units	$0	01/09/2007		D			20,467.23	⁽²⁾	⁽²⁾	Phantom stock units	20,467.23	$0⁽³⁾	0	D
Stock Option	$13.34	01/09/2007		D			2,158	10/26/2000	04/26/2010	Common Stock	2,158	$0	0	D
Stock Option	$14.86	01/09/2007		D			2,158	10/28/1999	04/27/2009	Common Stock	2,158	$0⁽⁴⁾	0	D
Stock Option	$18.07	01/09/2007		D			4,317	10/25/2001	04/25/2011	Common Stock	4,317	$0⁽⁴⁾	0	D
Stock Option	$21.49	01/09/2007		D			4,317	10/30/2003	04/30/2013	Common Stock	4,317	$0⁽⁴⁾	0	D
Stock Option	$21.81	01/09/2007		D			2,158	10/29/1998	04/28/2008	Common Stock	2,158	$0⁽⁴⁾	0	D
Stock Option	$25.52	01/09/2007		D			4,317	10/24/2002	04/24/2012	Common Stock	4,317	$0⁽⁴⁾	0	D
Stock Option	$27.54	01/09/2007		D			4,317	10/27/2005	04/27/2015	Common Stock	4,317	$0⁽⁴⁾	0	D
Stock Option	$31.83	01/09/2007		D			4,317	10/28/2004	04/28/2014	Common Stock	4,317	$0⁽⁴⁾	0	D
Stock Option	$35.33	01/09/2007		D			4,317	10/26/2006	04/26/2016	Common Stock	4,317	$0⁽⁴⁾	0	D

Explanation of Responses:

1. Shares of Common Stock were converted into the right to receive $36.50 per share pursuant to an agreement and plan of merger between the issuer and RR Donnelley (the "Merger").

2. The units will be settled in cash following the reporting person's conclusion of service as a director.

3. Shares of Phantom Stock were converted into the right to receive $36.50 per share pursuant to an agreement and plan of merger between the issuer and RR Donnelley (the "Merger").

4. This option was canceled in the merger pursuant to a cash conversion whereby each share of common stock of the option was converted into the right to receive cash in an amount equal to the product of (i) the number of shares of issuer's common stock subject to the option multiplied by (ii) the amount by which $36.50 exceeds the exercise price of the option.

	Ronald D. Kneezel, attorney-in-fact	01/10/2007
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.