SEC Form 3
FORM 3 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person*
ValueAct SmallCap Management, L.P.
(Last) (First) (Middle)
435 PACIFIC AVENUE
4TH FLOOR
(Street)
SAN FRANCISCO CA 94133
(City) (State) (Zip)
2. Date of Event Requiring Statement (Month/Day/Year)
10/10/2008		 3. Issuer Name and Ticker or Trading Symbol
BWAY Holding CO [ BWY ]
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
5. 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 Beneficially Owned
1. Title of Security (Instr. 4) 2. Amount of Securities Beneficially Owned (Instr. 4) 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $.01 per share 3,384,322 I See footnote ( 1 )
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4) 2. Date Exercisable and Expiration Date (Month/Day/Year) 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) 4. Conversion or Exercise Price of Derivative Security 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) 6. Nature of Indirect Beneficial Ownership (Instr. 5)
Date Exercisable Expiration Date Title Amount or Number of Shares
1. Name and Address of Reporting Person*
ValueAct SmallCap Management, L.P.
(Last) (First) (Middle)
435 PACIFIC AVENUE
4TH FLOOR
(Street)
SAN FRANCISCO CA 94133
(City) (State) (Zip)
1. Name and Address of Reporting Person*
VA SmallCap Partners, LLC
(Last) (First) (Middle)
435 PACIFIC AVENUE
4TH FLOOR
(Street)
SAN FRANCISCO CA 94133
(City) (State) (Zip)
1. Name and Address of Reporting Person*
ValueAct SmallCap Management, LLC
(Last) (First) (Middle)
435 PACIFIC AVENUE
4TH FLOOR
(Street)
SAN FRANCISCO CA 94133
(City) (State) (Zip)
1. Name and Address of Reporting Person*
Lockwood David James
(Last) (First) (Middle)
435 PACIFIC AVENUE
4TH FLOOR
(Street)
SAN FRANCISCO CA 94133
(City) (State) (Zip)
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: October 10, 2008 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: October 10, 2008 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: October 10, 2008 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: October 10, 2008
VALUEACT SMALLCAP MANAGEMENT, L.P., By: VALUEACT SMALLCAP MANAGEMENT, LLC, its General Partner, By: /s/ David Lockwood, Managing Member 10/14/2008
VA SMALLCAP PARTNERS, LLC, By: /s/ David Lockwood, Managing Member 10/14/2008
VALUEACT SMALLCAP MASTER FUND, L.P., By: VA SMALLCAP PARTNERS, LLC, its General Partner, By: /s/ David Lockwood, Managing Member 10/14/2008
VALUEACT SMALLCAP MANAGEMENT, LLC, By: /s/ David Lockwood, Managing Member 10/14/2008
/s/ David Lockwood 10/14/2008
** 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 5 (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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