SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person* Civale Anthony (Last) (First) (Middle) 101 OAKLEY STREET (Street) EVANSVILLE IN 47710 (City) (State) (Zip)	2. Date of Event Requiring Statement (Month/Day/Year) 10/03/2012	3. Issuer Name and Ticker or Trading Symbol BERRY PLASTICS GROUP INC [ BERY ]
		4. Relationship of Reporting Person(s) to Issuer (Check all applicable) X Director 10% Owner Officer (give title below) Other (specify below)	5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares
Stock Option (Right to Buy)	09/20/2006	09/20/2016	Common Stock(1)	24,499	8.16	D
Stock Option (Right to Buy)	06/04/2007	06/04/2017	Common Stock(1)	18,754	8.16	D

Explanation of Responses:

1. Mr. Civale is associated with Apollo Management, L.P. ("Apollo Management") and its affiliated investment managers, including Apollo Management V, L.P. and Apollo Management VI, L.P. Apollo Management V, L.P. and Apollo Management VI, L.P. may be deemed to beneficially own shares of common stock of Berry Plastics Group, Inc. (the "Issuer"). This report does not include any securities of the Issuer that may be deemed to be beneficially owned by Apollo Management V, L.P., Apollo Management VI, L.P. or any other Apollo investment managers or advisors, and Mr. Civale disclaims beneficial ownership of all such securities. This report shall not be deemed an admission that Mr. Civale is the beneficial owner of, or has any pecuniary interest in, such securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

	/s/ Jeffrey D. Thompson, as attorney-in-fact	10/03/2012
	** 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 5 (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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                                POWER OF ATTORNEY

        The undersigned hereby constitutes and appoints each of James M.
Kratochvil, Mark W. Miles and Jeffrey D. Thompson, signing singly, as the
undersigned's true and lawful attorney-in-fact to:

   (1)  execute for and on behalf of the undersigned, in the undersigned's
        capacity as a director and/or officer of Berry Plastics Group, Inc. (the
        "Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the
        Securities Exchange Act of 1934 and the rules thereunder (the "Exchange
        Act") and Form ID, if necessary, to obtain EDGAR codes and related
        documentation for use in filing Forms 3, 4 and 5;

   (2)  do and perform any and all acts for and on behalf of the undersigned
        which may be necessary or desirable to complete and execute any such
        Form 3, 4 or 5 or Form ID, complete and execute any amendment or
        amendments thereto, and file such forms with the United States
        Securities and Exchange Commission and any stock exchange or similar
        authority;

   (3)  take any other action of any type whatsoever in connection with the
        foregoing which, in the opinion of such attorney-in-fact, may be of
        benefit to, in the best interest of, or legally required by, the
        undersigned, it being understood that the documents executed by such
        attorney-in-fact on behalf of the undersigned pursuant to this Power of
        Attorney shall be in such form and shall contain such terms and
        conditions as such attorney-in-fact may approve in such
        attorney-in-fact's discretion; and

   (4)  seek or obtain, as the undersigned's attorney-in-fact and on the
        undersigned's behalf, information regarding transactions in the
        Company's securities from any third party, including brokers, employee
        benefit plan administrators and trustees, and the undersigned hereby
        authorizes any such person to release any such information to such
        attorney-in-fact and approves and ratifies any such release of
        information.

        The undersigned hereby grants to each such attorney-in-fact full power
and authority to do and perform any and every act and thing whatsoever
requisite, necessary, or proper to be done in connection with the exercise of
any of the rights and powers herein granted, as fully to all intents and
purposes as the undersigned might or could do if personally present, with full
power of substitution or revocation, hereby ratifying and confirming all that
such attorney-in-fact, or such attorney-in-fact's substitute or substitutes,
shall lawfully do or cause to be done by virtue of this Power of Attorney and
the rights and powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request of the
undersigned, are not assuming, nor is the Company assuming, any of the
undersigned's responsibilities to comply with Section 16 of the Exchange Act.

        This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4, and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorneys-in-fact.

        This Power of Attorney does not relieve the undersigned from
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including, without limitation, the reporting requirements under
Section 16 of the Exchange Act. Additionally, although pursuant to this Power of
Attorney the Company will use commercially reasonable best efforts to timely and
accurately file Section 16 reports on behalf of the undersigned, the Company
does not represent or warrant that it will be able to in all cases timely and
accurately file Section 16 reports on behalf of the undersigned due to various
factors and the undersigned and the Company's need to rely on others for
information, including the undersigned and brokers of the undersigned.

        IN WITNESS WHEREOF, the undersigned had caused this Power of Attorney to
be executed as of this 2nd day of October, 2012.

                                        By: /s/ Anthony M. Civale
                                           -------------------------------------
                                        Name: Anthony M. Civale