Matson, Inc. — Director's Dealing 2003

Jan 24, 2003

4 1 hol193.htm SEC Form 4

FORM 4 [ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). (Print or Type Responses) UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 OMB APPROVAL OMB Number: 3235-0287 Expires: January 31, 2005 Estimated average burden hours per response. . . . . 0.5

1. Name and Address of Reporting Person * Holaday, G. Stephen (Last) (First) (Middle) 822 Bishop Street (Street) Honolulu, HI 96813 (City) (State) (Zip)
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)	4. Statement for Month/Day/Year January 22, 2003 5. If Amendment, Date of Original (Month/Day/Year)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned

1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	3. Transaction Code and Voluntary Code (Instr. 8) Code | V	4. Securities Acquired (A) or Disposed (D) Of (Instr. 3, 4, and 5) Amount | A/D | Price	5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Owner- ship Form: Direct(D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock (1)	01/23/2002	A (2) | V	1332.00 | A | $26.52		I	By Revocable Living Trust
Common Stock (1)	01/23/2002	A (3) | V	666.00 | A |		I	By Revocable Living Trust
Common Stock (1)	01/22/2003	A (2) |	3759.00 | A | $26.00		I	By Revocable Living Trust
Common Stock (1)	01/22/2003	A (3) |	1879.00 | A |	41626.00	I	By Revocable Living Trust
Common Stock (1)	(4)	J (4) | V	12.87 | A | (4)	362.22	I	By TCESOP (5)

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). 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. (over) SEC 1474 (9-02)

Holaday, G. Stephen - January 22, 2003

Form 4 (continued)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 3)	2. Conver- sion or Exercise Price of Deri- vative Security	3. Transaction Date (Month/ Day/ Year)	4. Transaction Code and Voluntary (V) Code (Instr.8) Code | V	5. Number of Derivative Securities Acquired (A) or Disposed (D) Of (Instr. 3,4 and 5)	6. Date Exercisable(DE) and Expiration Date(ED) (Month/Day/Year) (DE) | (ED)	7. Title and Amount of Underlying Securities (Instr. 3 and 4)	9. Number of Derivative Securities Beneficially Owned Following Reported Transactions (Instr.4)	10. Owner- ship Form of Deriv- ative Security: Direct (D) or Indirect (I) (Instr.4)
Common Stock Equivalent Units	1-for-1	02/25/2002	A | V	(A) 149.95	See footnote (6) | See footnote (6)	Common Stock - 149.95	682.56	D
Stock Option	$26.52	01/23/2002	A | V	(A) 14,000.00	see footnote (7) | 01/22/2012	Common Stock - 14,000.00	14,000.00	D
Stock Option	$26.00	01/22/2003	A |	(A) 19,000.00	see footnote (8) | 01/21/2013	Common Stock - 19,000.00	19,000.00	D

Explanation of Responses :

** 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. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number. /s/ G. Stephen Holaday 01-23-2003 ** Signature of Reporting Person Date Page 2

Holaday, G. Stephen - January 22, 2003

Form 4 (continued)

FOOTNOTE Descriptions for Alexander & Baldwin, Inc. ALEX Form 4 - January 2003 G. Stephen Holaday 822 Bishop Street Honolulu, HI 96813 Explanation of responses: (1) On June 25, 1998, the Board of Directors of the Company declared a dividend, with respect to each share of common stock, of Common Stock Purchase Rights (the 'Rights') pursuant to a Rights Agreement, dated as of June 25, 1998. The Rights are currently attached to, represented by, and transferable with, certificates representing outstanding shares of common stock. (2) Shares issued under the Issuer's Restricted Stock Bonus Plan with cash received as a bonus under the Issuer's Performance Improvement Incentive Plan. (3) Bonus shares issued in respect of the shares described in footnote 2. (4) Exempt reinvestment of dividends on Issuer stock held in the Reporting Person's Tax Credit Employee Stock Ownership Plan account in the Issuer's Profit Sharing Retirement Plan. These shares were acquired during the fiscal year at prices ranging from $22.60 to $26.61. (5) Fully-vested shares held in the Reporting Person's Tax Credit Employee Stock Ownership Plan account in the Issuer's Profit Sharing Retirement Plan, based on latest annual report. (6) Each unit will be cashed out at the fair market value per share of the Issuer's common stock upon the earlier of (1) the Reporting Person's termination of employment or (2) the expiration of the deferral period specified by such person. (7) The option vests in three equal annual installments beginning on January 23, 2003. (8) The option vests in three equal annual installments beginning on January 22, 2004.

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