SEC FORM 4

SEC Form 4

FORM 4

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
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Landry Dawn R

(Last)

(First)

(Middle)

1701 EAST MARKET STREET

(Street)

JEFFERSONVILLE

47130

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AMERICAN COMMERCIAL LINES INC. [ ACLI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	General Counsel, SVP

3. Date of Earliest Transaction (Month/Day/Year)
12/21/2010

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/21/2010		D		500	D	$33⁽¹⁾	8,203	D
Common Stock	12/21/2010		D		8,203	D	⁽²⁾	0	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 (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	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 (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Option (Right to Buy)	$22.01	12/21/2010		D			7,863	⁽³⁾	02/15/2020	Common Stock	7,863	⁽⁴⁾	0	D
Stock Option (Right to Buy)	$9.96	12/21/2010		D			18,218	⁽⁵⁾	03/09/2019	Common Stock	18,218	⁽⁶⁾	0	D

Explanation of Responses:

1. Disposed of pursuant to the terms of the Agreement and Plan of Merger by and among the issuer, Finn Holding Corporation (the "Parent") and Finn Merger Corporation, dated as of October 18, 2010 (the "Merger Agreement") in exchange for $33.00 per share (the "Merger Consideration") upon the closing of the merger.

2. The restricted stock units held by the reporting person were cancelled purusant to the terms of the Merger Agreement and, as set forth in the Merger Agreement, shall be assumed or substituted by Parent and converted automatically upon the closing of the merger into restricted stock units denominated in shares of common stock of Parent.

3. The stock option grant vests as to 2,621 shares on February 15, 2011, 2,621 shares on February 15, 2012 and the remaining 2,621 shares on February 15, 2013.

4. This option was cancelled pursuant to the terms of the Merger Agreement, and, as set forth in the Merger Agreement, shall be assumed or substituted by Parent and converted automatically upon the closing of the merger into options denominated in shares of common stock of Parent.

5. This stock option grant vests as to 6,072 shares on March 9, 2010, 6,073 shares on March 9, 2011 and the remaining 6,073 on March 9, 2012.

6. This option was cancelled pursuant to the terms of the Merger Agreement, and, as set forth in the Merger Agreement, (i) 6,072 shares (the "Vested Shares") were exchanged for cash equal to the difference between the Merger Consideration and the option exercise price multiplied by the number of Vested Shares and (ii) 12,146 shares shall be assumed or substituted by Parent and converted automatically upon the closing of the merger into options denominated in shares of common stock of Parent.

	/s/ Dawn R. Landry	12/23/2010
	** Signature of Reporting Person	Date
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).
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