GREIF, INC — Director's Dealing 2013

Feb 26, 2013

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GREIF INC (GEF,GEF.B)
CIK: 0000043920
Period of Report: 2013-02-24

Reporting Person: AVRIL VICKI L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2013-02-25	Class A Common Stock	A	1759	$0.00	Acquired	12270	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2013-02-24	Phantom Stock Units (Cash Only Rights)	$0.00	A	14.66	Acquired	1988-08-08	Class A Common Stock (14.66)	Direct
2013-02-25	Phantom Stock Units (Cash Only Rights)	$0.00	A	153.93	Acquired	1988-08-08	Class A Common Stock (153.93)	Direct

Footnotes

F1: Transaction reflects a restricted stock award made to the Reporting Person pursuant to the terms of the Issuer's outside directors' equity award plan. The shares are subject to restriction until the earlier of February 25, 2016, or the Reporting Person's termination from the Board due to her retirement, death or other reason.

F2: 4,921 shares are subject to restrictions on transfer pursuant to the terms of the Issuer's outside directors' equity plan.

F3: Each phantom stock unit is the economic equivalent of one share of Class A Common Stock of Greif, Inc.

F4: The phantom shares are to be settled in cash upon the Reporting Person's termination from the Board due to her retirement, death or other reason.