Sec Form 4 Filing - Baldwin Thomas J @ B&G FOODS HOLDINGS CORP - 2004-10-14

FORM 4 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 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: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Baldwin Thomas J 2. Issuer Name and Ticker or Trading Symbol B&G FOODS HOLDINGS CORP [ BGF] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) C/O BRUCKMANN, ROSSER, SHERRILL & CO., L.P. 126 EAST 56TH STREET 3. Date of Earliest Transaction (MM/DD/YY) 10/14/2004 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction 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 Series A Preferred Stock 10/14/2004 S 110.44 ( 1 ) D ( 2 ) $ 1,429.88 0 D Class B Common Stock 10/14/2004 S 39,812 ( 1 ) ( 3 ) ( 4 ) D ( 2 ) $ 7.11 15,133 D Class B Common Stock 10/14/2004 G 3,517 ( 4 ) D $ 0 11,616 ( 3 ) D

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. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 4. Transaction 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Baldwin Thomas J C/O BRUCKMANN, ROSSER, SHERRILL & CO. L.P. 126 EAST 56TH STREET NEW YORK, NY10022 X Signatures By: Robert Cantwell, Attorney-in-Fact for Thomas J. Baldwin 10/18/2004 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Bruckmann, Rosser, Sherrill & Co., L.P. is a limited partnership, the sole general partner of which is BRS Partners, Limited Partnership and the manager of which is Bruckmann, Rosser, Sherrill & Co., Inc. The sole general partner of BRS Partners, Limited Partnership is BRSE Associates, Inc. Thomas J. Baldwin is a stockholder of Bruckmann, Rosser, Sherrill & Co., Inc. and BRSE Associates, Inc. and may be deemed to share beneficial ownership of the shares beneficially owned by Bruckmann, Rosser, Sherrill & Co., L.P. Mr. Baldwin disclaims beneficial ownership of any such shares. In addition to the securities listed herein Bruckmann, Rosser, Sherrill & Co., L.P. and certain other entities and individuals affiliated with Bruckmann, Rosser, Sherrill & Co., L.P. own 940,614 Series B and Series C Warrants. Mr. Baldwin disclaims beneficial ownership of such securities. ( 2 )In connection with its initial public offering ("IPO") of 17,391,305 Enhanced Income Securities ("EISs"), each representing one share of Class A Common Stock and $7.15 principal amount of the Issuer's 12.0% senior subordinated notes due 2016, the Issuer used a portion of the proceeds of the offering to purchase from Mr. Baldwin 110.44 shares of Series A Cumulative Preferred Stock and 39,812 shares of Class B Common Stock directly owned by Mr Baldwin and $3,517 shares of Class B Common Stock that Mr. Baldwin had donated to charity prior to the IPO. ( 3 )Does not include 9,340,650 shares of Class B Common Stock owned by Bruckmann, Rosser, Sherrill & Co., L.P. and certain other entities and individuals affiliated with Bruckmann, Rosser, Sherrill & Co., L.P., of which shares Mr. Baldwin disclaims beneficial ownership. ( 4 )In connection with the IPO, B&G Foods, Inc. merged with and into the Issuer, with the Issuer as the surviving entity. The Issuer was renamed B&G Foods, Inc. In connection with the merger, each share of the Issuer's outstanding Common Stock was automatically reclassified and converted into 109.8901 shares of the Issuer's Class B Common Stock.

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 Number.