FORM 4
[ X ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

GOERGEN ROBERT B JR 		2. Issuer Name and Ticker or Trading Symbol

BLYTH INC [ BTH ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

__ X __ Director                      __ X __ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
PRESIDENT & CEO
(Last)          (First)          (Middle)

C/O BLYTH, INC., 59 ARMSTRONG ROAD 		3. Date of Earliest Transaction (MM/DD/YYYY)

10/14/2015
(Street)

PLYMOUTH, MA 02360
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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)
Code V Amount (A) or (D) Price
COMMON   10/14/2015     U    33714   D $6   0   I   BY TRUST FOR BROTHER   (1)
COMMON   10/14/2015     U    11359   D $6   0   I   SPOUSAL   (1)
COMMON   10/14/2015     U    1552750   D $6   0   I   BY ROPART INVESTMENTS, LLC   (2)
COMMON   10/14/2015     U    33714   D $6   0   I   BY TRUST   (1)
COMMON   10/14/2015     U    101146   D $6   0   I   BY TRUST FOR CHILDREN AND BROTHER'S CHILDREN   (1)
COMMON   10/14/2015     U    21653   D $6   0   I   BY TRUST FOR CHILDREN   (1)
COMMON   10/14/2015     U    394833   D $6   0   D   (3)  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
( 1)  The reporting person disclaims beneficial ownership of these securities and this report shall not be deemed an admission that the reporting person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. These shares were disposed of by the beneficial owner thereof pursuant to a tender offer by CB Shine Merger Sub, Inc.
( 2)  The reporting person is a member of Ropart Investments, LLC and has reported all of the securities beneficially owned by Ropart Investments, LLC. The reporting person disclaims beneficial ownership of the shares held by Ropart Investments, LLC except to the extent of his pecuniary interest therein, and the inclusion of these securities in this report shall not be deemed an admission of beneficial ownership for purposes of Section 16 or for any other purpose. These shares were disposed of by the beneficial owner thereof pursuant to a tender offer by CB Shine Merger Sub, Inc.
( 3)  Includes Restricted Stock Units a portion of which vested and all of which were cancelled, with the holder thereof becoming entitled to receive an amount in cash for each such Restricted Stock Unit, in connection with the merger of CB Shine Merger Sub, Inc. with and into the Issuer.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
GOERGEN ROBERT B JR
C/O BLYTH, INC.
59 ARMSTRONG ROAD
PLYMOUTH, MA 02360 		X X PRESIDENT & CEO

Signatures
/S/Harold B. Finn III, Attorney-in-Fact for Robert B. Goergen, Jr. 10/16/2015
** 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 control number.
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