SC TO-I/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO

(Amendment No. 4)

TENDER OFFER STATEMENT UNDER SECTION 14(D)(1) OR 13(E)(1)

OF THE SECURITIES EXCHANGE ACT OF 1934

JARDEN CORPORATION

(Name of Subject Company (Issuer) and Filing Person (Offeror))

Common Stock, par value $0.01 per share

(Title of Class of Securities)

471109108

(CUSIP Number of Common Stock)

Martin E. Franklin

Executive Chairman

Jarden Corporation

555 Theodore Fremd Avenue

Rye, New York 10580

(914) 967-9400

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)

With a copy to:

Robert L. Lawrence, Esq.

Kane Kessler, P.C.

1350 Avenue of the Americas

New York, New York 10019

(212) 541-6222

CALCULATION OF FILING FEE

Transaction Valuation	Amount Of Filing Fee**
$442,600,000	$50,722.00

* The transaction value represents the purchase of a total of 12,295,239 shares of common stock, $0.01 par value, at the price of $36.00 per share.

** The amount of the filing fee, calculated in accordance with Rule 0-11 under the Securities Exchange Act of 1934, as amended, as modified by Fee Rate Advisory No. 3 for fiscal year 2012, equals $114.60 per million dollars of the value of the transaction.

x Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid:	$    57,300.00	Filing Party:	Jarden Corporation
Form or Registration No.:	Schedule TO	Date Filed:	January 26, 2012

Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.  ¨

Check the appropriate boxes below to designate any transactions to which the statement relates:

¨ third-party tender offer subject to Rule 14d-1.

x issuer tender offer subject to Rule 13e-4.

¨ going-private transaction subject to Rule 13e-3.

¨ Amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer:  x

If applicable, check the appropriate box(es) below to designate the appropriate rule provision(s) relied upon:

¨ Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

¨ Rule 14d-1(d) (Cross-Border Third Party Tender Offer)

INTRODUCTION

This Amendment No. 4 (the “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission (the “Commission”) on January 26, 2012, as amended by Amendment No. 1 filed with the Commission on February 21, 2012, Amendment No. 2 filed with the Commission on February 24, 2012 and Amendment No. 3 filed with the Commission on March 6, 2012 (as amended, the “Schedule TO”), relating to the offer (the “Offer”) by Jarden Corporation, a Delaware corporation (“Jarden” or the “Company”), to purchase up to $500 million in value of shares of its common stock, $0.01 par value per share (the “Shares”). The Offer is being made upon the terms and subject to the conditions in the Offer to Purchase, dated January 26, 2012 (the “Original Offer to Purchase”), as supplemented and amended by the Supplement to the Offer to Purchase, dated February 21, 2012 (the “Supplement” and together with the Original Offer to Purchase, as amended, the “Offer to Purchase”), and the related Amended Letters of Transmittal.

This Schedule TO is intended to satisfy the reporting requirements of Rule 13e-4(c)(4) under the Securities Exchange Act of 1934, as amended.

Only those items amended are reported in this Amendment No. 4. Except as specifically provided herein, the information contained in the Schedule TO remains unchanged and this Amendment No. 4 does not modify any of the information previously reported on the Schedule TO. You should read this Amendment No. 4 together with the Schedule TO, the Offer to Purchase and the related Amended Letters of Transmittal.

ITEM 11. ADDITIONAL INFORMATION

“Item 11. Additional Information” to the Schedule TO is hereby amended and supplemented by adding the following information to the end thereof:

On March 9, 2012, the Company issued a press release announcing the final results of the Offer, which expired at 12:00 midnight, New York City time, on Monday, March 5, 2012. A copy of such press release is filed as Exhibit (a)(5)(iv) to this Schedule TO and is incorporated herein by reference.

ITEM 12. EXHIBITS

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibits:

(a)(5)(iv) Press Release, dated March 9, 2012.

SIGNATURES

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this Amendment is true, complete and correct.

JARDEN CORPORATION
By:	/s/ Ian G.H. Ashken
Name:	Ian G.H. Ashken
Title:	Vice Chairman and Chief Financial Officer

Dated: March 9, 2012

EXHIBIT INDEX

Exhibit Number		Description of Exhibit
	(a)(1)(i)	Offer to Purchase, dated January 26, 2012.**
	(a)(1)(ii)	Forms of Letters of Transmittal.**
	(a)(1)(iii)	Notice of Guaranteed Delivery.**
	(a)(1)(iv)	Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.**
	(a)(1)(v)	Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.**
	(a)(1)(vi)	Supplement to the Offer to Purchase, dated February 21, 2012.*
	(a)(1)(vii)	Amended Forms of Letters of Transmittal.*
	(a)(1)(viii)	Amended Notice of Guaranteed Delivery.*
	(a)(1)(ix)	Supplemental Letter to Brokers, Dealers, Banks, Trust Companies and Other Nominees.*
	(a)(1)(x)	Supplemental Letter to Clients for Use by Brokers, Dealers, Banks, Trust Companies and Other Nominees.*
	(a)(5)(i)	Press Release, dated January 26, 2012.**
	(a)(5)(ii)	Press Release, dated February 21, 2012.*
	(a)(5)(iii)	Press Release, dated March 6, 2012.***
	(a)(5)(iv)	Press Release, dated March 9, 2012.****

* Previously filed with Amendment No. 1 to the Schedule TO on February 21, 2012.

** Previously filed with the Schedule TO on January 26, 2012.

*** Previously filed with Amendment No. 3 to the Schedule TO on March 6, 2012.

**** Filed herewith.

EX-99.(A)(5)(IV)

Exhibit (a)(5)(iv)

FOR:	Jarden Corporation
CONTACT:	Trisha Mount
	Senior Vice President
	914-967-9400
	Investor Relations: Allison Malkin
	Press: Alecia Pulman
	ICR, Inc.
	203-682-8200

FOR IMMEDIATE RELEASE

JARDEN ANNOUNCES FINAL RESULTS OF ITS

MODIFIED DUTCH TENDER OFFER

RYE, N.Y., March 9, 2012—Jarden Corporation (NYSE: JAH) today announced the final results of its modified Dutch auction tender offer, which expired at 12:00 midnight, New York City time, on Monday, March 5, 2012.

Based on the final count by Computershare Trust Company, N.A., the depositary for the tender offer, a total of 12,080,107 shares of Jarden’s common stock, par value $0.01 per share, were properly tendered and not withdrawn at or below the final purchase price of $36.00 per share. The Company has accepted for purchase all 12,080,107 shares tendered at or below $36.00 per share, for an aggregate cost of approximately $435 million, excluding fees and expenses related to the tender offer. The 12,080,107 shares accepted for purchase in the tender offer represent approximately 13.2 percent of the Company’s shares issued and outstanding immediately prior to consummation of the tender offer.

Martin E. Franklin, Executive Chairman of Jarden Corporation, commented, “We are delighted with the successful result of our tender offer, which has enabled us to achieve our objective of helping to maximize shareholder value by utilizing excess cash in an accretive manner. Out of the $500 million in value of common stock approved by our Board of Directors, we now have approximately $65 million remaining, which we plan to utilize under our ongoing stock repurchase program.”

Payment for the shares accepted for purchase in the tender offer will be made promptly. Following consummation of the tender offer, the Company expects to have approximately 79.5 million shares of common stock outstanding, and approximately 80 million shares on a fully diluted, weighted average basis for the full year 2012.

Barclays Capital is the dealer manager for the tender offer, which can be contacted at 888-610-5877 (toll free).

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About Jarden Corporation:

Jarden Corporation is a leading provider of a diverse range of consumer products with a portfolio of over 100 trusted, quality brands sold globally. Jarden operates in three primary business segments through a number of well recognized brands, including: Outdoor Solutions: Abu Garcia®, Aero®, Berkley®, Campingaz® and Coleman®, ExOfficio®, Fenwick®, Gulp!®, K2®, Marker®, Marmot®, Mitchell®, Penn®, Rawlings®, Shakespeare®, Stearns®, Stren®, Trilene®, Völkl® and Zoot®; Consumer Solutions: Bionaire®, Crock-Pot®, FoodSaver®, Health o meter®, Holmes®, Mr. Coffee®, Oster®, Patton®, Rival®, Seal-a-Meal®, Sunbeam®, VillaWare® and White Mountain®; and Branded Consumables: Ball®, Bee®, Bernardin®, Bicycle®, Billy Boy®, Crawford®, Diamond®, Dicon®, Fiona®, First Alert®, First Essentials®, Hoyle®, Kerr®, Lehigh®, Lillo®, Loew Cornell®, Mapa®, NUK®, Pine Mountain®, Quickie®, Spontex® and Tigex®. Headquartered in Rye, N.Y., Jarden ranks #379 on the Fortune 500 and has over 23,000 employees worldwide. For in-depth information about Jarden, please visit www.jarden.com.

Note: This news release contains “forward-looking statements” within the meaning of the federal securities laws and is intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. The “safe harbor” set forth in the Private Securities Litigation Reform Act of 1995 does not apply to forward-looking statements made in connection with a tender offer. Such “forward-looking statements” include statements regarding the Company’s earnings per share and adjusted diluted earnings per share, expected or estimated revenue, segment earnings, cash flow from operations, and reorganization and other non-cash charges, the outlook for the Company’s markets and the demand for its products, consistent profitable growth, free cash flow, future revenues and gross, operating and EBITDA margin improvement requirement and expansion, organic net sales growth, bank leverage ratio, the success of new product introductions, growth in costs and expenses, the impact of commodities, currencies and transportation costs and the Company’s ability to manage its risk in these areas, repurchase of shares of common stock from time to time under the Company’s stock repurchase program or through any tender offer, our ability to raise new debt, and the impact of acquisitions, divestitures, restructurings, and other unusual items, including the Company’s ability to integrate and obtain the anticipated results and synergies from its consummated acquisitions. These projections and statements are based on management’s estimates and assumptions with respect to future events and financial performance and are believed to be reasonable, though are inherently uncertain and difficult to predict. Actual results could differ materially from those projected as a result of certain factors. A discussion of factors that could cause results to vary is included in the Company’s periodic and other reports filed with the Securities and Exchange Commission.

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