SEC FORM 4/A

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^*

KING CHARLES G

(Last)

(First)

(Middle)

4330 KUKUI GROVE STREET

(Street)

LIHUE

96766

(City)

(State)

(Zip)

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

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/29/2012

4. If Amendment, Date of Original Filed (Month/Day/Year)
07/03/2012

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		D⁽¹⁾		12,252⁽²⁾	D	$0⁽¹⁾	14,505	I	By C. G. King Trust

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)

Explanation of Responses:

1. The disposition involved shares of the Issuer's common stock subject to five previously reported equity-based awards and was effected in connection with the distribution by Issuer of the outstanding shares of Alexander & Baldwin, Inc. (a newly-formed subsidiary formerly known as A&B II, Inc.) to the Issuer's stockholders in a pro-rata spin-off transaction. In replacement for the disposed awards, the Reporting Person received five separate replacement awards covering an aggregate of 25,150 shares of the common stock of Alexander & Baldwin, Inc. under that company's 2012 Incentive Compensation Plan. Each such replacement was structured so as to preserve, at the time of replacement, the intrinsic value of the disposed award to which it relates.

2. On July 3, 2012, the number of shares disposed was incorrectly reported due to an administrative error in the replacement award calculation. The correct number of shares disposed is 12,252. As indicated in footnote 1, the disposition involved shares of the Issuer's common stock subject to five previously reported equity-based awards and was effected in connection with a spin-off transaction. In replacement for the disposed awards, the Reporting Person received five separate replacement awards covering an aggregate of 25,150 shares of the common stock of Alexander & Baldwin, Inc.

Remarks:

On June 6, 2012, Issuer became the successor to Alexander & Baldwin, Inc. pursuant to a merger between Alexander & Baldwin, Inc. and a subsidiary of Alexander & Baldwin Holdings, Inc. As a result of such merger, Issuer became the parent holding company of Alexander & Baldwin, Inc., but there were no changes in the pro-rata interests of the security holders. On June 29, 2012 Alexander & Baldwin Holdings, Inc. chnaged its name to Matson, Inc.

	/s/ Charles G. King	10/11/2012
	** 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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