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^*

LINDEMANN DARYL R

(Last)

(First)

(Middle)

1021 W. BIRCHWOOD ST.

(Street)

MORTON

61550

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MORTON INDUSTRIAL GROUP INC [ MGRP ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/25/2006

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)
Class A Common Stock	08/25/2006		J⁽¹⁾		25,000	D	$10	91,196	D
Class A Common Stock	08/25/2006		D⁽²⁾		91,196	D	$10	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)
Stock Option (right to buy)	$1.875	08/25/2006		D			15,000	⁽³⁾	02/05/2011	Class A Common Stock	15,000	⁽⁴⁾	0	D
Stock Option (right to buy)	$0.325	08/25/2006		D			4,167	06/17/2005	06/17/2012	Class A Common Stock	4,167	⁽⁵⁾	0	D
Stock Option (right to buy)	$0.15	08/25/2006		D			33,334	02/26/2006	02/26/2013	Class A Common Stock	33,334	⁽⁶⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to the contribution agreement among the Reporting Person, MMC Precision Holdings Corp. ("Holdings") and the other parties thereto in connection with the merger (the "Merger") between issuer and MMC Precision Merger Corp. ("Merger Sub") in exchange for 250,000 shares of Holdings common stock having a market value of $1.00 per share on the effective date of the Merger.

2. Disposed of in the Merger pursuant to the merger agreement between Issuer, Merger Sub and Holdings (the "Merger Agreement") in exchange for $911,960.

3. This option grant was exercisable as follows: 5,000 shares on 2/05/2002, 5,000 shares on 2/05/2003 and 5,000 shares on 2/05/2004.

4. This option was canceled in the Merger in exchange for a cash payment of approximately $121,875, representing the difference between exercise price of the option and the $10.00 per share of Class A common stock payable by Holdings under the Merger Agreement on the effective date of the Merger ($8.125 per share).

5. This option was canceled in the Merger in exchange for a cash payment of approximately $40,316, representing the difference between exercise price of the option and the $10.00 per share of Class A common stock payable by Holdings under the Merger Agreement on the effective date of the Merger ($9.675 per share).

6. This option was canceled in the Merger in exchange for a cash payment of approximately $328,340, representing the difference between the exercise price of the option and the $10.00 per share of Class A common stock payable by Holdings under the Merger Agreement on the effective date of the Merger ($9.85 per share).

	/s/ Daryl R. Lindemann	08/28/2006
	** 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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