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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OMB Number: 3235-0287
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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 *

VEGLIANTE PAUL
2. Issuer Name and Ticker or Trading Symbol

AEP INDUSTRIES INC [ AEPI ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

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

95 CHESTNUT RIDGE ROAD
3. Date of Earliest Transaction (MM/DD/YYYY)

1/20/2017
(Street)

MONTVALE, NJ 07645
(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   1/20/2017     A    101   (1) A $0.00   6129   D    
Common Stock   1/20/2017     D    4396   D   (2) 1733   D    
Common Stock   1/20/2017     D    1733   D   (3) 0   D    
Common Stock   1/20/2017     D    200413   D   (2) 0   I   By spouse  
Common Stock   1/20/2017     D    782   D   (2) 0   I   Spouse as UGMA custodian for Son  
Common Stock   1/20/2017     D    782   D   (2) 0   I   Spouse as UGMA custodian for Daughter  
Common Stock   1/20/2017     D    782   D   (2) 0   I   Spouse as UGMA custodian for Daughter  
Common Stock   1/20/2017     D    51500   D   (2) 0   I   2012 Carolyn Vegliante Children's Trust   (4)
Common Stock   1/20/2017     D    51500   D   (2) 0   I   2012 Paul Vegliante Children's Trust   (5)
Common Stock   1/20/2017     D    4201   D   (2) 0   I   ESOP  
Common Stock   1/20/2017     D    310   D   (2) 0   I   By Spouse ESOP  
Common Stock   1/20/2017     D    87489   D   (2) 0   I   By Spouse as trustee of GRAT #9   (6)

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)  Pursuant to the Agreement and Plan of Merger, dated as of August 24, 2016, as amended, by and among AEP Industries Inc., Berry Plastics Group, Inc. ("Berry") and certain subsidiaries of Berry (the "Merger Agreement"), at the effective time of the mergers on January 20, 2017, each recipient of performance units for fiscal 2017 earned 2/12ths of such performance unit grant.
( 2)  Pursuant to the Merger Agreement, at the effective time of the mergers, each share of AEP common stock issued and outstanding immediately prior to the effective time of the mergers was converted into the right to receive, at the stockholder's election and subject to proration as set forth in the Merger Agreement, $110.00 in cash or 2.5011 shares of Berry common stock.
( 3)  Pursuant to the Merger Agreement, at the effective time of the mergers, the vesting conditions or restrictions applicable to each outstanding performance unit lapsed (including the performance units acquired as described in footnote (1) above), and each performance unit was converted into the right to receive payment for such performance units in accordance with his or her election. Upon the vesting of performance units at the effective time of the mergers, the reporting person elected to receive a cash payment equal to the product of (A) the closing price of a share of AEP common stock on the Nasdaq Global Select Market on the last full trading day prior to the closing date and (B) the total number of shares of AEP common stock subject to such performance unit.
( 4)  The 2012 Carolyn Vegliante Children's Trust was established by Ms. Vegliante and the trustees are Mr. J. Brendan Barba (CEO of AEP) and Mr. Vegliante. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein and this report shall not be deemed to be an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
( 5)  The 2012 Paul Vegliante Children's Trust was established by Mr. Vegliante and the trustees are Mr. J. Brendan Barba (CEO of AEP) and Mrs. Vegliante. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein and this report shall not be deemed to be an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.
( 6)  Grantor Retained Annuity Trust #9 (GRAT #9) was established by Mr. Brendan Barba, and the trustees of the GRAT are Mr. Paul M. Feeney (Executive Vice President, Finance and CFO of AEP) and the two daughters of Mr. Barba (who are also co-beneficiaries of each GRAT.) Mr. Vegliante is the spouse of one such daughter. The reporting person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein and this report shall not be deemed to be an admission that the reporting person is the beneficial owner of such securities for Section 16 or any other purpose.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
VEGLIANTE PAUL
95 CHESTNUT RIDGE ROAD
MONTVALE, NJ 07645


EVP Operations

Signatures
/s/ John F. Hughes, Jr., Attorney-in-fact 1/24/2017
** 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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