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^*

FRANKLIN MARTIN E

(Last)

(First)

(Middle)

555 THEODORE FREMD AVE

SUITE B-203

(Street)

RYE

10580

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
JARDEN CORP [ JAH ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/24/2003

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	11/24/2003		A		150,000	A	$0.00	1,020,817	D
Common Stock	11/24/2003		A		60,000	A	$0.0	415,938	I	See Footnote⁽¹⁾
Common Stock	12/01/2003		G		18,500	D	$0.0	397,438	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)
Forward Purchase Contract (obligation to sell)	$24.9178⁽²⁾⁽³⁾	12/01/2003		J⁽²⁾⁽³⁾		1		12/01/2003	12/01/2005	Common Stock	237,000⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	1	D
Forward Purchase Contract (obligation to sell)	$24.9178⁽⁴⁾⁽⁵⁾	12/01/2003		J⁽⁴⁾⁽⁵⁾		1		12/01/2003	12/01/2005	Common Stock	82,500⁽⁴⁾⁽⁵⁾	⁽⁴⁾⁽⁵⁾	1	I	See Footnote⁽⁴⁾⁽⁵⁾

Explanation of Responses:

1. Shares held by Ian G.H. Ashken. Mr. Franklin entered into a voting agreement, dated as of August 22, 2002, with Mr. Ashken, pursuant to which Mr. Franklin has the power to vote, or direct the vote, over all of these shares. Mr. Franklin disclaims beneficial ownership of these securities and this report shall not be deemed to be an admission that he is the beneficial owner of these securities for the purposes of Section 16 of the Securities Exchange Act of 1934 or otherwise.

2. On December 1, 2003, Mr. Franklin entered into a forward purchase contract with a securities broker pursuant to which Mr. Franklin has agreed to sell 237,000 shares of Common Stock (subject to adjustment) to the securities broker upon the expiration of the two-year term of the agreement and the securities broker has currently paid to Mr. Franklin $5,905,510.27 for an imputed per share price of $24.9178 per share. Mr. Franklin will continue to retain beneficial ownership and voting rights with respect to these shares for the term of the contract and will be able to participate in the future appreciation of the stock.

3. This future appreciation will be accomplished through a collar on the future market price of the shares. Any appreciation of the market price of the Common Stock above a floor price of $27.4697 per share and less than or equal to a cap price of $32.9636 per share will result in a decrease in the number of shares that must be delivered by Mr. Franklin to the securities broker and a consequent increase in the imputed price per share that he has received.

4. On December 1, 2003, Mr. Ashken entered into a forward purchase contract with a securities broker pursuant to which Mr. Ashken has agreed to sell 82,500 shares of Common Stock (subject to adjustment) to the securities broker upon the expiration of the two-year term of the agreement and the securities broker has currently paid to Mr. Ashken $2,055,715.60 for an imputed per share price of $24.9178 per share. Mr. Ashken will continue to retain beneficial ownership with respect to these shares for the term of the contract and will be able to participate in the future appreciation of the stock.

5. This future appreciation will be accomplished through a collar on the future market price of the shares. Any appreciation of the market price of the Common Stock above a floor price of $27.4697 per share and less than or equal to a cap price of $32.9636 per share will result in a decrease in the number of shares that must be delivered by Mr. Ashken to the securities broker and a consequent increase in the imputed price per share that he has received. Mr. Ashken entered into a voting agreement, dated as of August 22, 2002, with Mr. Franklin, pursuant to which Mr. Franklin has the power to vote, or direct the vote, over all of these shares.

	/s/ Martin E. Franklin	12/02/2003
	** 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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