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 *

Rowland Bryan T.R.
2. Issuer Name and Ticker or Trading Symbol

CHECKPOINT SYSTEMS INC [ CKP ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
See Remarks
(Last)          (First)          (Middle)

101 WOLF DRIVE
3. Date of Earliest Transaction (MM/DD/YYYY)

5/13/2016
(Street)

THOROFARE, NJ 08086
(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   5/13/2016     D    24166   (1) D   (1) 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
Stock Option (Right to Buy)   $8.015   5/13/2016     D         8000      (2) 8/31/2022   Common Stock   8000     (2) 0   D    
Performance Rights     (3) 5/13/2016     D         18000      (3)   (3) Common Stock   18000     (3) 0   D    

Explanation of Responses:
( 1)  Pursuant to that certain Agreement and Plan of Merger dated March 1, 2016 (the "Merger Agreement") by and among the Issuer, CCL Industries Inc. ("CCL") and a wholly-owned subsidiary of CCL, the Issuer became an indirect wholly-owned subsidiary of CCL upon consummation of the merger (the "Effective Time"). The aggregate holdings of 24,166 shares of common stock were disposed at the Effective Time for the following merger consideration: (a) 2,153 shares of common stock. At the Effective Time, each such share of common stock was disposed of in exchange for $10.15 (or the "Merger Consideration") in cash. (b) 22,013 shares of unvested restricted stock units ("RSUs"). At the Effective Time, each RSU (whether vested or unvested) was canceled in exchange for a cash amount equal to the product of (x) $10.15 and (y) the number of shares covered by such RSU, subject to all applicable withholding taxes.
( 2)  Pursuant to the procedures set forth in the Merger Agreement, each option vested in full at the Effective Time and was cancelled in exchange for a cash payment equal to the number of shares subject to the option immediately prior to the merger, into the right to receive an amount in cash, without interest, equal to the product of (x) the aggregate number of shares of the Issuer's common stock subject to such option, multiplied by (y) the excess, if any, of the Merger Consideration over the per share exercise price under such option, subject to all applicable withholding taxes. If the amount that could have been obtained upon the exercise of the option pursuant to the foregoing is equal to or less than zero, then the option will be terminated without payment.
( 3)  Represents performance-based restricted stock units ("PSUs") previously reported on Form 4 filed on March 2, 2016. Pursuant to the provisions of the Merger Agreement, at the Effective Time, each outstanding PSU, was deemed earned at the target level and was cancelled in exchange for a cash amount equal to the product of (x) $10.15 and (y) the target number of shares of common stock subject to the applicable award of PSUs, subject to all applicable withholding taxes.

Remarks:
VP, General Counsel & Secretary


Exhibit List: Exhibit 24 - Power of Attorney

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Rowland Bryan T.R.
101 WOLF DRIVE
THOROFARE, NJ 08086


See Remarks

Signatures
/s/ Bryan Rowland, attorney-in-fact 5/13/2016
** 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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