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^*

SALL THOMAS L

(Last)

(First)

(Middle)

SUITE 2300

222 S. 9TH ST.

(Street)

MINNEAPOLIS

55402-4099

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BEMIS CO INC [ BMS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
01/28/2004

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	01/28/2004		M		855⁽⁵⁾	A	$47.3	42,643	D
Common Stock	01/28/2004		M		583⁽⁷⁾	A	$47.3	43,226	D
Common Stock								11,214	D⁽²⁾
Common Stock								7,305	I⁽¹⁾	401(k) Plan
Common Stock								12,567	I	By Spouse

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)
Common Stock	⁽³⁾	01/01/1998	01/28/2004	M			1,281	12/31/2003⁽⁵⁾	12/31/2003	Common Stock	1,281	$47.3	0	D
Common Stock	⁽³⁾	01/01/2000		A		3,921		12/31/2004⁽⁶⁾	12/31/2004	Common Stock	3,921	⁽⁴⁾	3,921	D
Common Stock	⁽³⁾	01/01/2001	01/28/2004	M			873	12/31/2005⁽⁷⁾	12/31/2005	Common Stock	873	⁽⁴⁾	18,971	D
Common Stock	⁽³⁾	01/01/2002		A		10,409		12/31/2006⁽⁸⁾	12/31/2006	Common Stock	10,409	⁽⁴⁾	10,409	D
Common Stock	⁽³⁾	01/02/2003		A		13,347		12/31/2007⁽⁹⁾	12/31/2007	Common Stock	13,347	⁽⁴⁾	13,347	D
Common Stock	⁽³⁾	01/28/2004		A		23,000		12/31/2008⁽¹⁰⁾	12/31/2008	Common Stock	23,000	⁽⁴⁾	23,000	D
Common Stock	$44.875	10/07/1997		A		50,000		⁽¹¹⁾	10/07/2007	Common Stock	50,000	⁽¹³⁾	50,000	D
Common Stock	$37.625	01/01/1999		A		13,548		⁽¹¹⁾	12/31/2008	Common Stock	13,548	⁽¹³⁾	13,548	D
Common Stock	$34.875	01/01/2000		A		16,602		⁽¹¹⁾	12/31/2009	Common Stock	16,602	⁽¹³⁾	16,602	D
Common Stock	$33.5625	01/01/2001		A		26,108		⁽¹¹⁾	12/31/2010	Common Stock	26,108	⁽¹³⁾	26,108	D
Common Stock	$49.18	01/01/2002		A		13,695		⁽¹²⁾	12/31/2011	Common Stock	13,695	⁽¹³⁾	13,695	D
Common Stock	$49.63	01/02/2003		A		17,560		⁽¹²⁾	12/31/2012	Common Stock	17,560	⁽¹³⁾	17,560	D

Explanation of Responses:

1. No price necessary for Edgar Filing - Company 401(k) Plan.

2. Joint tenancy with Wife.

3. Security converts to Common Stock on a one-for-one basis on date of conversion.

4. Will know price on the date of conversion.

5. Award under Bemis Performance Based Restricted Stock Award Program exempt under Rule 16b-3: Grant to Reporting Person of right to receive stock as of December 31, 2003, upon Company achieving certain performance goals. The award paid out 34.875 percent of 3,672 shares or 1,281 shares with no carryover, upon Bemis Compensation Committee verification on January 28, 2004. Certain shares were withheld for tax purposes.

6. Award under Bemis Time Accelerated Restricted Stock Appreciation Program (TARSAP) exempt under Rule 16b-3: Grant to Reporting Person of right to receive stock as of December 31, 2004, or if certain performance targets were met by the Company on December 31, 2002. Performance targets were met resulting in the payout of 7,612 shares on February 6, 2003, from which certain shares were withheld for tax purposes, leaving right to receive 3,921 shares.

7. Award under Bemis Time Accelerated Restricted Stock Appreciation Program (TARSAP) exempt under Rule 16b-3: Grant to Reporting Person of right to receive stock as of December 31, 2005, or if certain performance targets are met by the Company on December 31, 2003. Performance targets were met resulting in the payout of 873 shares on January 28, 2004, from which certain shares were withheld for tax purposes, leaving right to receive 18,378.

8. Award under Bemis Time Accelerated Restricted Stock Appreciation Program (TARSAP) exempt under Rule 16b-3: Grant to Reporting Person of right to receive stock as of December 31, 2006, or if certain performance targets are met by the Company on December 31, 2004.

9. Award under Bemis Time Accelerated Restricted Stock Appreciation Program (TARSAP) exempt under Rule 16b-3: Grant to Reporting Person of right to receive stock as of December 31, 2007, or if certain performance targets are met by the Company on December 31, 2005.

10. Award under Bemis Time Accelerated Restricted Stock Appreciation Program (TARSAP) exempt under Rule 16b-3: Grant to Reporting Person of right to receive stock as of December 31, 2008, or if certain performance targets are met by the Company on December 31, 2006.

11. Stock Option (right to buy) pursuant to Stock Option Plan exempt under Rule 16b-3: Option presently exercisable.

12. Stock Option (right to buy) pursuant to Stock Option Plan exempt under Rule 16b-3: Options exercisable in three increments of 33 percent on the first, second and third anniversary of date of grant.

13. Will know price on the date of exercise.

	J J Seifert Power of Attorney	01/30/2004
	** 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.