SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.13)
Sealed Air Corporation
___________________________________________
(Name of Issuer)
Common Stock
___________________________________________
(Title of Class of Securities)
81211K100
___________________________________________
(CUSIP Number of Class of Securities)
Thomas Tays
Chief Legal Officer
DAVIS SELECTED ADVISERS, L.P.
2949 East Elvira Road, Suite 101
Tucson, Arizona 85756
(520) 434-3771
___________________________________________________________
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
February 21, 2012
___________________________________________
(Date of Event which Requires
Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
Schedule because of Sections 240.13d-1(e), 240.13d-1(f), or 240.13d-1(g), check
the following box: [X]
Rider 1A
CUSIP No. 81211K100 13D
___________________________________________________________________
(1) NAMES OF REPORTING PERSONS
Davis Selected Advisers, L.P.
___________________________________________________________________
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:
(a)
(b) X
___________________________________________________________________
(3) SEC USE ONLY
___________________________________________________________________
(4) SOURCE OF FUNDS
AF
___________________________________________________________________
(5) CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS
REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
___________________________________________________________________
(6) CITIZENSHIP OR PLACE OF ORGANIZATION
Colorado
___________________________________________________________________
:(7) SOLE VOTING POWER
: (Discretionary Accounts)
NUMBER OF SHARES BENEFICIALLY : 13,294,017 shares
OWNED BY EACH REPORTING PERSON ________________________________
WITH :(8) SHARED OR NO VOTING POWER
: 0 shares (Shared)
1,283,012 shares (None)
________________________________
:(9) SOLE DISPOSITIVE POWER
: (Discretionary Accounts)
: 14,577,029 shares
________________________________
:(10) SHARED DISPOSITIVE POWER
: 0 shares
___________________________________________________________________
(11) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
14,577,029 shares
___________________________________________________________________
(13) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 11
7.6%
___________________________________________________________________
(14) TYPE OF REPORTING PERSON
IA
___________________________________________________________________
Item 1. Security and Issuer
The class of equity security to which this statement on Schedule 13D relates is
the Common Stock (the "Securities") of Sealed Air Corporation, a Delaware
corporation (the "Issuer"). The Issuer has its principal executive offices
located at 200 Riverfront Boulevard Elmwood Park, New Jersey.
Item 2. Identity and Background
Item 2 shall be amended and restated as follows:
(a)-(c) This statement is being filed by Davis Selected Advisers, L.P. ("Davis
Advisors"), an investment advisor registered with the Securities and Exchange
Commission under the Investment Advisers Act of 1940, as amended. The address
of its principal office is 2949 East Elvira Road, Suite 101, Tucson, Arizona
85756. Davis Advisors provides discretionary portfolio management services,
serving as investment adviser or sub-adviser for registered investment
companies (including the Davis Funds, Selected Funds, and Clipper Fund),
unregistered investment companies, offshore funds, and private accounts.
Davis Advisors also works with sponsors to serve as investment adviser for
managed money/wrap account programs. In certain managed money/wrap account
programs, Davis Advisors will provide non-discretionary investment management
services (generally in the form of model portfolios).
The names, business addresses, and principal occupations of the general partner
and executive officer of Davis Advisors (collectively, the "Principals") are
set forth in Schedule I.
The Securities of the Issuer reported in Item 5 herein were acquired on behalf
of the investment advisory clients of Davis Advisors, Inc., under sole or
shared discretionary authority granted to Davis Advisors. None of the
Securities are owned by or on behalf of Davis Advisors and less than 0.5%
of the Issuer's outstanding securities are owned by Davis Advisors partners
and officers.
(d) During the last five years, none of Davis Advisors, or any of the
Principals has been convicted in any criminal proceeding.
(e) During the last five years, none of Davis Advisors, or any of the
Principals has been a party to any civil or administrative proceeding
that resulted in such person or entity being subject to a judgment,
decree, or final order enjoining future violations of, or prohibiting
or mandating activities subject to, federal or state securities laws
or finding any violation with respect to such laws.
(f) Davis Advisors is a Colorado limited partnership. The citizenship of each
Principal is set forth in Schedule I.
Item 3. Source and Amount of Funds or Other Consideration
The respective investment advisory clients of Davis Advisors used approximately
$315,119,723 in the aggregate to purchase the Securities reported in this
filing. All funds used to purchase Securities were assets of these respective
clients and none were assets of Davis Advisors. In addition, none of the funds
used to purchase the Securities were provided through borrowings of any nature.
Item 4. Purpose of Transaction
The Securities reported in this filing have been purchased and held for
investment purposes on behalf of client accounts over which Davis Advisors
has either sole or shared discretionary dispositive or voting power. The
Beneficial ownership on the part of Davis Advisors is expressly disclaimed,
as permitted by Rule 13d-4. All purchases of Securities were made for
investment purposes only and in the ordinary course of business of Davis
Advisors as a registered investment advisor. Davis Advisors may, from time
to time and at any time, purchase additional securities on behalf of clients
in the future. Davis Advisors reserves the right to sell all or a part of
the current holdings of the Securities from time to time and at any time.
Davis Advisors is engaged in the business of investment management of its
clients' assets and pursues an investment philosophy of identifying undervalued
situations and acquiring positions in undervalued companies on behalf of its
clients. In pursuing this investment philosophy, Davis Advisors analyzes the
operations, capital structure and markets of companies in which its clients
invest and continuously monitors the business operations of such companies
through analysis of financial statements and other public documents, through
discussions with knowledgeable industry observers, and with management of
such companies.
Davis Advisors qualifies as an institution which may elect to file securities
ownership reports required by the Securities Exchange Act of 1934 on Schedule
13G and, as a routine matter, Davis Advisors utilizes Schedule 13G for its
reporting of the ownership positions held by its investment advisory clients.
As the result of investment analysis or the occurrence of events, Davis
Advisors may desire to participate in discussions with the particular
portfolio company's management or with third parties about significant
matters or possible courses of action to assist in building corporate
intrinsic value per share or to cause the portfolio company's true economic
value to be recognized. In such situations, Davis Advisors may elect to
convert a filing on Schedule 13G to a filing on Schedule 13D in order to
be more active in corporate governance and management matters, and to
have the ability to enter into discussions with third parties
concerning proposed corporate transactions of a significant nature.
On June 1, 2011, via a press release, the Issuer announced that it had entered
into a definitive agreement under which the Issuer will acquire Diversey in a
transaction valued at $4.3 billion. Davis Advisors:
1. has serious concerns about the proposed transaction;
2. may oppose the proposed transaction;
3. may encourage the Issuer's management to explore other strategic options
to maximize shareholder value; and
4. may have additional conversations with the Issuer and/or third parties
regarding opportunities to maximize the Issuer's value including any
of the actions or transactions enumerated in clauses (a) through (j)
of Item 4.
Item 5. Interest In Securities Of The Issuer
Item 5 shall be amended and restated as follows:
(a) The aggregate number and percentage of Securities to which this Schedule
13D relates is 14,577,029 shares of the common stock of the Issuer,
constituting approximately 7.6% of the Issuer's outstanding shares,
Rider 6A.
___________________________________________________________________
Common % of outstanding
Shares Common Shares
Held
___________________________________________________________________
Davis Advisors' Voting Authority
Sole: 13,294,017 6.9%
Shared: none 0.0%
None: 1,283,012 0.7%
Total 14,577,029 7.6%
Davis Advisors' Dispositive Authority
Sole: 14,577,029 7.6%
Shared: none 0.0%
Total 14,577,029 7.6%
(b) Davis Advisors generally has the sole power to dispose of or to
direct the disposition of the Securities held for discretionary
accounts of its investment clients, and may be granted the sole
power to vote or direct the vote of such Securities; such powers
may be retained by or shared with the respective clients for shared
or non-discretionary accounts. Shares held by Davis New York
Venture Fund are reported in the "shared" category.
(c) Please see Schedule II for purchase and sale transactions in
the Securities during the past sixty days.
(d) The investment advisory clients of Davis Advisors have the sole
right to receive and, subject to notice, to withdraw the proceeds
from the sale of the Securities, and the sole power to direct the
receipt of dividends from any of the Securities held for their
respective accounts. Such clients may also terminate the investment
advisory agreements without penalty upon appropriate notice. Davis
Advisors does not have an economic interest in any of the Securities
reported herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or
Relationships with Respect to Securities of the Issuer
The powers of disposition with respect to Securities owned by
discretionary private accounts of Davis Advisors are established
in written investment advisory agreements between clients and Davis
Advisors, which are entered into in the normal and usual course of
the business of Davis Advisors as a registered investment advisor
and which are generally applicable to all securities purchased for
the benefit of each such discretionary private account. There are
no special or different agreements relating to the Securities of
the Issuer.
The written investment advisory agreements with clients generally
do not contain provisions relating to borrowing of funds to finance
the acquisition of the Securities, acquisition of control, transfer
of securities, joint ventures, or any of the other transactions
listed in the instructions to Item 6 of Schedule 13D other than
voting of proxies. In connection with voting, Davis Advisors may
be allowed or directed to vote the proxies received by client accounts.
Item 7. Material to be Filed as an Exhibit
Item 7 shall be amended and restated as follows:
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Dated: February 21, 2012
DAVIS SELECTED ADVISERS, L.P.
By /s/ Thomas Tays
_______________________________
Thomas Tays
Vice President & Chief Legal Officer
SCHEDULE I
Information with Respect to Executive
Officers and Directors
The following information is disclosed for the general partner and each of the
executive officers of Davis Advisors: name; business address; and present
principal occupation or employment. Each individual identified below is
a citizen of the United States.
DAVIS SELECTED ADVISERS, L.P.
General Partner: Davis Investments, LLC (a Delaware limited liability company)
serves as Davis Selected Advisers, L.P.'s sole general partner. Davis
Investments, LLC is wholly owned by Christopher Davis.
Executive Officers
Sole Member & Chairman Christopher C. Davis(1)
President Andrew A. Davis(2)
Chief Operating Officer Kenneth C. Eich(3)
Chief Marketing Officer Russell O. Wiese(1)
Vice President, Chief Financial Officer, Treasurer &
Assistant Secretary Gary P. Tyc(3)
Vice President, Chief Legal Officer, General Counsel,
& Secretary Thomas D. Tays(3)
Vice President & Chief Compliance Officer Sharra L. Haynes(3)
Co-Chief Compliance Officer Anthony Frazia(1)
Vice President & Information Technology Manager Sandra E. Duran(2)
Vice President & Director of Fund Accounting Douglas A. Haines(3)
Assistant Vice President Catherine A. Merlino(3)
(1)Principal office 620 Fifth Avenue, 3rd Floor, New York, New York 10020
(2)Principal office 124 East Marcy Street, Santa Fe New Mexico 87501
(3)Principal office 2949 East Elvira Road, Suite 101, Tucson, Arizona 85756
SCHEDULE II
Securities transactions in the last 60 days.
Purchases and sales by Davis Advisors were conducted in the open market in
the ordinary course of business.
Transaction Type Date # of Shares Price per Share
(Net of commissions)
Buy 12/19/2011 5,803 $17.23
Sold 12/19/2011 4,638 $16.87
Buy 12/20/2011 285 $17.15
Sold 12/20/2011 5,441 $17.16
Buy 12/21/2011 426 $16.81
Sold 12/21/2011 5,984 $16.82
Buy 12/22/2011 3,050 $16.88
Sold 12/22/2011 2,638 $16.97
Buy 12/23/2011 1,436 $16.99
Sold 12/23/2011 3,486 $16.98
Buy 12/27/2011 2,216 $16.99
Sold 12/27/2011 2,464 $17.05
Buy 12/28/2011 251 $16.89
Sold 12/28/2011 3,098 $16.85
Buy 12/29/2011 2,512 $17.74
Sold 12/29/2011 6,466 $17.05
Buy 12/30/2011 4,632 $17.10
Sold 12/30/2011 1,519 $17.15
Buy 01/03/2012 5,505 $17.54
Sold 01/03/2012 15,583 $17.46
Buy 01/04/2012 777 $17.46
Sold 01/04/2012 1,610 $17.46
Buy 01/05/2012 4,504 $17.37
Sold 01/05/2012 1,499 $17.37
Buy 01/06/2012 4,382 $17.36
Sold 01/06/2012 1,199 $17.48
Buy 01/09/2012 12,446 $17.53
Sold 01/09/2012 829 $17.52
Buy 01/10/2012 2,946 $17.62
Sold 01/10/2012 995 $17.60
Buy 01/11/2012 609 $17.49
Sold 01/11/2012 636 $17.51
Buy 01/12/2012 4,153 $17.71
Sold 01/12/2012 1,264 $17.78
Buy 01/13/2012 4,642 $17.96
Sold 01/13/2012 1,142 $17.87
Buy 01/17/2012 10,351 $18.75
Sold 01/17/2012 5,909 $18.85
Sold 01/18/2012 1,611 $19.11
Buy 01/19/2012 2,811 $19.13
Sold 01/19/2012 2,493 $19.18
Buy 01/20/2012 2,953 $19.31
Sold 01/20/2012 2,017 $19.24
Buy 01/23/2012 7,467 $19.49
Sold 01/23/2012 4,310 $19.36
Buy 01/24/2012 562 $19.45
Sold 01/24/2012 2,320 $19.69
Buy 01/25/2012 1,661 $19.76
Sold 01/25/2012 2,728 $19.81
Buy 01/26/2012 228 $20.22
Sold 01/26/2012 2,402 $20.18
Buy 01/27/2012 1,369 $19.95
Sold 01/27/2012 1,728 $19.90
Buy 01/30/2012 6,420 $19.62
Sold 01/30/2012 3,141 $19.58
Buy 01/31/2012 380 $19.79
Sold 01/31/2012 1,910 $19.85
Buy 02/01/2012 495 $20.32
Sold 02/01/2012 3,504 $20.31
Buy 02/02/2012 180 $20.12
Sold 02/02/2012 1,108 $20.05
Buy 02/03/2012 241 $20.56
Sold 02/03/2012 2,066 $20.59
Buy 02/06/2012 2,140 $20.46
Sold 02/06/2012 1,259 $20.46
Buy 02/07/2012 452 $20.54
Sold 02/07/2012 1,103 $20.50
Buy 02/08/2012 28,705 $20.45
Sold 02/08/2012 2,571 $20.38
Buy 02/09/2012 575 $20.65
Sold 02/09/2012 2,254 $20.85
Buy 02/10/2012 504 $20.33
Sold 02/10/2012 3,602 $20.07
Buy 02/13/2012 515 $19.77
Sold 02/13/2012 3,261 $19.73
Buy 02/14/2012 1,191 $19.33
Sold 02/14/2012 903 $19.30
Buy 02/15/2012 1,075 $19.45
Sold 02/15/2012 709 $19.44
Buy 02/16/2012 514 $20.54
Sold 02/16/2012 1,204 $20.55
Buy 02/17/2012 87 $20.95
Sold 02/17/2012 1,022,250 $20.97
Buy 02/21/2012 77 $20.97
Sold 02/21/2012 106,462 $20.96
DAVIS SELECTED ADVISERS, L.P.
Schedule 13D Riders
Rider 1A
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule including all exhibits. See Section 240.13d-7
for other parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class
of securities, and for any subsequent amendment containing information
which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not
be deemed to be "filed" for the purpose of Section 18 of the Securities
Exchange Act of 1934 ("Act") or otherwise subject to all other
provisions of the Act (however, see the Notes).
Rider 6A
Based upon 192,002,254 shares stated to be outstanding as of October 3,
2011 in the Issuer's prospectus filed with the Securities Exchange
Commission on December 23, 2011.