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^*

WATANABE JEFFREY N

(Last)

(First)

(Middle)

999 BISHOP STREET

29TH FLOOR

(Street)

HONOLULU

96813

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Alexander & Baldwin, Inc. [ ALEX ]

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)
06/29/2012

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	06/29/2012		A⁽¹⁾		8,552	A	$0⁽¹⁾	20,089.7606	D
Common Stock								6	I	As Custodian for child

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)
Stock Option	$16.26	06/29/2012		A⁽²⁾		16,422		06/29/2012⁽³⁾	04/21/2014	Common Stock	16,422	$0.0000	16,422	D
Stock Option	$12.93	06/29/2012		A⁽²⁾		6,158		06/29/2012⁽³⁾	04/23/2013	Common Stock	6,158	$0.0000	6,158	D
Stock Option	$23.78	06/29/2012		A⁽²⁾		16,422		06/29/2012⁽³⁾	04/26/2016	Common Stock	16,422	$0.0000	16,422	D
Stock Option	$19.68	06/29/2012		A⁽²⁾		16,422		06/29/2012⁽³⁾	04/27/2015	Common Stock	16,422	$0.0000	16,422	D

Explanation of Responses:

1. The acquisition involved three separate restricted stock unit awards that were made to the Reporting Person under the Issuer's 2012 Incentive Compensation Plan in connection with the distribution of the Issuer's outstanding common stock by Alexander & Baldwin Holdings, Inc. (now known as Matson, Inc.) to the stockholders of Alexander & Baldwin Holdings, Inc. in a pro-rata spin-off transaction. The reported awards were issued in replacement of three separate restricted stock unit awards covering an aggregate 4,167 shares of the common stock of Alexander & Baldwin Holdings, Inc. Each such replacement award was structured so as to preserve, at the time of replacement, the intrinsic value of the cancelled award to which it relates and retains the same vesting schedule that was in effect for that cancelled award.

2. The award was made under the Issuer's 2012 Incentive Compensation Plan in connection with the distribution of the Issuer's outstanding common stock by Alexander & Baldwin Holdings, Inc. (now known as Matson, Inc.) to the stockholders of Alexander & Baldwin Holdings, Inc. in a pro-rata spin-off transaction. The reported award was issued in replacement of a cancelled stock option grant covering shares of the common stock of Alexander & Baldwin Holdings, Inc. and was structured so as to preserve, at the time of replacement, the intrinsic value of the cancelled stock option grant to which it relates.

3. All shares are immediately exercisable.

	/s/ Jeffrey N. Watanabe	07/03/2012
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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