GREIF, INC — Director's Dealing 2010

Jun 8, 2010

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GREIF INC (GEF, GEF.B)
CIK: 0000043920
Period of Report: 2010-05-15

Reporting Person: Dempsey Patricia M (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2010-05-15	Class A Common Stock	J	940	—	Acquired	2688	Indirect
2010-05-15	Class B Common Stock	J	2046028	—	Acquired	2984796	Indirect
2010-05-15	Class B Common Stock	J	23334	—	Acquired	23334	Indirect

Footnotes

F1: As previously reported on a Form 3 filed with the Securities and Exchange Commission on May 6, 2010, Patricia M. Dempsey obtained the right to acquire (i) 2,069,362 shares of Class B Common Stock held by the Patricia M. Dempsey Trust (the "PMD Trust") and the Patricia M. Dempsey Generation-Skipping Trust (the "GST Trust") and (ii) 940 shares of Class A Common Stock held by the PMD Trust pursuant to the terms of an order of the Court of Common Pleas, Delaware County, Ohio Probate Division, dated April 14, 2010 (the "Court Order") approving a settlement agreement between the Reporting Person and certain other parties, dated January 31, 2010 (the "Settlement Agreement"). The Settlement Agreement and the Court Order were subject to the expiration of a 30-day appeal period (the "Appeal Period"), which expired on May 15, 2010. (cont'd in fn 2)

F2: (cont'd from fn 1) As a result of the expiration of the Appeal Period and the effectiveness of the Court Order and the Settlement Agreement, on May 15, 2010: (1) Ms. Dempsey was appointed trustee of the PMD Trust and the GST Trust and (2) the 2,046,028 shares of Class B Common Stock and 940 shares of Class A Common Stock held by the PMD Trust were distributed directly to Ms. Dempsey (the "Distribution"). Following the Distribution, Ms. Dempsey transferred the 2,046,028 shares of Class B Common Stock and 940 shares of Class A Common Stock held directly by her and previously held by the PMD Trust to herself as trustee of a revocable trust (the "Revocable Trust"). (cont'd in fn 3)

F3: (cont'd from fn 2) Accordingly, Ms. Dempsey may be deemed (a) the indirect beneficial owner, as trustee of the Revocable Trust, of the 2,046,028 shares of Class B Common Stock and 940 shares of Class A Common Stock previously held by the PMD Trust and currently held by the Revocable Trust, and (b) the indirect beneficial owner, as trustee of the GST Trust, of the 23,334 shares of Class B Common Stock held by the GST Trust. The Revocable Trust holds an additional 938,768 shares of Class B Common Stock and 1,748 shares of Class A Common Stock, which Ms. Dempsey may be deemed to beneficially own indirectly as trustee of the Revocable Trust. As a result of the Distribution, the PMD Trust may no longer be deemed the beneficial owner of any shares of Class B Common Stock of the Company.