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^*

ValueAct SmallCap Management, L.P.

(Last)

(First)

(Middle)

435 PACIFIC AVENUE

4TH FLOOR

(Street)

SAN FRANCISCO

94133

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BWAY Holding CO [ BWY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
10/06/2009

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

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	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, par value $.01 per share	10/06/2009		S		38,125	D	$19.64	2,440,710	I	See footnote⁽¹⁾
Common Stock, par value $.01 per share	10/07/2009		S		11,686	D	$19.27	2,429,024	I	See footnote⁽¹⁾
Common Stock, par value $.01 per share	10/08/2009		S		20,000	D	$18.98	2,409,024	I	See footnote⁽¹⁾

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)

1. Name and Address of Reporting Person^*

ValueAct SmallCap Management, L.P.

(Last)

(First)

(Middle)

435 PACIFIC AVENUE

4TH FLOOR

(Street)

SAN FRANCISCO

94133

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ValueAct SmallCap Master Fund, L.P.

(Last)

(First)

(Middle)

435 PACIFIC AVENUE

4TH FLOOR

(Street)

SAN FRANCISCO

94133

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

VA SmallCap Partners, LLC

(Last)

(First)

(Middle)

435 PACIFIC AVENUE

4TH FLOOR

(Street)

SAN FRANCISCO

94133

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

ValueAct SmallCap Management, LLC

(Last)

(First)

(Middle)

435 PACIFIC AVENUE

4TH FLOOR

(Street)

SAN FRANCISCO

94133

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

1. Name and Address of Reporting Person^*

Lockwood David James

(Last)

(First)

(Middle)

435 PACIFIC AVENUE

4TH FLOOR

(Street)

SAN FRANCISCO

94133

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

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

Explanation of Responses:

1. The reported stock is owned directly by ValueAct SmallCap Master Fund, L.P. and may be deemed to be beneficially owned by (i) VA SmallCap Partners, LLC as the General Partner of ValueAct SmallCap Master Fund, L.P., (ii) ValueAct SmallCap Management, L.P. as the manager of ValueAct SmallCap Master Fund, L.P. and (iii) ValueAct SmallCap Management, LLC as the General Partner of ValueAct SmallCap Management, L.P. David Lockwood is the Managing Member of VA SmallCap Partners, LLC and ValueAct SmallCap Management, LLC. The reporting persons disclaim beneficial ownership of the reported stock except to the extent of their pecuniary interest therein.

Remarks:

Joint Filer Information: Name: ValueAct SmallCap Master Fund, L.P. Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: ValueAct SmallCap Management, L.P. Issuer and Ticker Symbol: BWAY Holding Company (BWY) Date of Event Requiring Statement: 10/06/2009 Name: VA SmallCap Partners, LLC Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: ValueAct SmallCap Management, L.P. Issuer and Ticker Symbol: BWAY Holding Company (BWY) Date of Event Requiring Statement: 10/06/2009 Name: ValueAct SmallCap Management, LLC Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: ValueAct SmallCap Management, L.P. Issuer and Ticker Symbol: BWAY Holding Company (BWY) Date of Event Requiring Statement: 10/06/2009 Name: David Lockwood Address: 435 Pacific Avenue, Fourth Floor, San Francisco, CA 94133 Designated Filer: ValueAct SmallCap Management, L.P. Issuer and Ticker Symbol: BWAY Holding Company (BWY) Date of Event Requiring Statement: 10/06/2009

	VALUEACT SMALLCAP MANAGEMENT, L.P., By: VALUEACT SMALLCAP MANAGEMENT, LLC, its General Partner, By: /s/ David Lockwood, Managing Member	10/08/2009
	VA SMALLCAP PARTNERS, LLC, By: /s/ David Lockwood, Managing Member	10/08/2009
	VALUEACT SMALLCAP MASTER FUND, L.P., By: VA SMALLCAP PARTNERS, LLC, its General Partner, By: /s/ David Lockwood, Managing Member	10/08/2009
	VALUEACT SMALLCAP MANAGEMENT, LLC, By: /s/ David Lockwood, Managing Member	10/08/2009
	/s/ David Lockwood	10/08/2009
	** 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.