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, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

O'Connell Jeff 		2. Issuer Name and Ticker or Trading Symbol

BWAY Holding CO [ BWY ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
VP, Treasurer and Secretary
(Last)          (First)          (Middle)

C/O BWAY HOLDING COMPANY, 8607 ROBERTS DRIVE, SUITE 250 		3. Date of Earliest Transaction (MM/DD/YYYY)

6/16/2010
(Street)

ATLANTA, GA 30350
(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 Stock   6/16/2010     D (4)   V 15000   D $20.00   0   I   As Trustee   (3)
Common Stock   6/16/2010     D (4)   V 8018.3   D $20.00   0   D    

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
Employee Stock Option (right to buy)   $2.96   6/16/2010     D   (4)   V    17472    2/7/2003   1/28/2012   Common Stock   17472   $17.04   (6) 0   D    
Employee Stock Option (right to buy)   $18.56   6/16/2010     D   (4)   V    20000      (1) 9/22/2019   Common Stock   20000   $1.44   (6) 0   D    
Employee Stock Option (right to buy)   $5.35   6/16/2010     D   (4)   V    7134      (2) (7) 2/8/2013   Common Stock   7134   $14.65   (6) 14268   D    
Employee Stock Option (right to buy)   $5.35   6/16/2010     D   (5)   V    14268      (7) 2/8/2013   Common Stock   14268   $0   0   D    
Employee Stock Option (right to buy)   $5.35   6/16/2010     D   (4)   V    23654    6/13/2007   2/8/2013   Common Stock   23654   $14.65   (6) 0   D    
Employee Stock Option (right to buy)   $5.35   6/16/2010     D   (4)   V    30037    2/8/2006   2/8/2013   Common Stock   30037   $14.65   (6) 0   D    

Explanation of Responses:
( 1)  The option was to vest in three equal annual installments beginning September 22, 2010. The option became fully vested concurrent with the merger, which represented a change of control.
( 2)  The Board approved the vesting of 1/3 of the grant prior to the closing of the merger (the merger consideration of $20.00 per share exceeded the market price for vesting of the tranche of $19.26 per share) and 2/3 of the grant was unvested at the closing of the merger and canceled.
( 3)  Shares are held by the Jeffrey M. O'Connell, Sr. Living Trust dated August 5, 2008, of which the reporting person is trustee.
( 4)  Disposed of pursuant to an agreement and plan of merger among Picasso Parent Company, Inc., Picasso Merger Sub, Inc. and BWAY Holding Company, dated as of March 28, 2010.
( 5)  At the closing of the merger, these options were unvested and canceled (see Footnote 2).
( 6)  This option, which was fully vested, was canceled in the merger in exchange for a cash payment. The price shown represents the difference between the exercise price of the option and the merger consideration of $20.00 per share.
( 7)  The option vesting schedule was as follows: 1/3 of the options would vest if, during any consecutive 45-day period, the average closing price per share of the Company's common stock (or, the "average closing price") was at least $19.26 and the closing price per share of the Company's common stock on the last day of such 45-day period (or, the "last day closing price") was at least $16.37; the next 1/3 of the options would vest if, during any consecutive 45-day period, the average closing price was at least $21.52 and the last day closing price was at least $18.29; and the other 1/3 of the options would vest if, during any consecutive 45-day period, the average closing price was at least $23.78 and the last day closing price was at least $20.21.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
O'Connell Jeff
C/O BWAY HOLDING COMPANY
8607 ROBERTS DRIVE, SUITE 250
ATLANTA, GA 30350

VP, Treasurer and Secretary

Signatures
Jeffrey M. O'Connell 6/16/2010
** 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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