GREIF, INC — Director's Dealing 2015

Mar 4, 2015

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: GREIF INC (GEF,GEF.B)
CIK: 0000043920
Period of Report: 2015-03-02

Reporting Person: AVRIL VICKI L (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2015-03-03	Class A Common Stock	A	2840	$44.01	Acquired	17561	Direct
2015-03-03	Class A Common Stock	M	4000	$32.175	Acquired	21561	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2015-03-02	Phantom Stock Units (Cash Only Rights)	$0.00	A	17.04	Acquired		Class A Common Stock (17.04)	Direct
2015-03-03	Phantom Stock Units (Cash Only Rights)	$0.00	A	176.18	Acquired		Class A Common Stock (176.18)	Direct
2015-03-03	Class A Common Stock Options	$32.175	M	4000	Disposed	2015-02-28	Class A Common Stock (4000)	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 March 3, 2018, or the Reporting Person's termination from the board due to her retirement, death or other reason.

F2: Each phantom stock unit is the economic equivalent of one share of Class A Common Stock of Greif, Inc.

F3: 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.

F4: Stock options exercised on February 24, 2015 and exercise price received on March 3, 2015.