Edgar Filing: MUELLER INDUSTRIES INC

Ownership Submission

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 OF SECURITIES

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

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3235-0287

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

LEUCADIA NATIONAL CORP

2. Issuer Name and Ticker or Trading Symbol
MUELLER INDUSTRIES INC [MLI]

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

_____ Director	__X__ 10% Owner
_____ Officer (give title below)	_____ Other (specify below)

(Last)

(First)

(Middle)

315 PARK AVE SOUTH

3. Date of Earliest Transaction (Month/Day/Year)
08/23/2011

(Street)

NEW YORK, NY 10010

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

6. Individual or Joint/Group Filing(Check Applicable Line)
___ Form filed by One Reporting Person
_X_ 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 (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	08/23/2011		P		39,361	A	$ 39.5683 ⁽¹⁾	9,194,482	I ⁽²⁾	See Explanation ⁽²⁾
Common Stock	08/23/2011		P		35,639	A	$ 40.3084 ⁽³⁾	9,230,121	I ⁽²⁾	See Explanation ⁽²⁾
Common Stock	08/24/2011		P		32,600	A	$ 40.9429 ⁽⁴⁾	9,262,721	I ⁽²⁾	See Explanation ⁽²⁾
Common Stock	08/24/2011		P		31,400	A	$ 41.6842 ⁽⁵⁾	9,294,121	I ⁽²⁾	See Explanation ⁽²⁾
Common Stock	08/24/2011		P		303	A	$ 42.31 ⁽⁶⁾	9,294,424	I ⁽²⁾	See Explanation ⁽²⁾
Common Stock	08/25/2011		P		281,810	A	$ 42.179 ⁽⁷⁾	9,576,234	I ⁽²⁾	See Explanation ⁽²⁾
Common Stock	08/25/2011		P		700	A	$ 43.0186 ⁽⁸⁾	9,576,934	I ⁽²⁾	See Explanation ⁽²⁾

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
	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.		SEC 1474 (9-02)

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 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

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
LEUCADIA NATIONAL CORP 315 PARK AVE SOUTH NEW YORK, NY 10010		X
PHLCORP HOLDING LLC 529 EAST SOUTH TEMPLE SALT LAKE CITY, UT 84102		X
Baldwin Enterprises, Inc. 529 EAST SOUTH TEMPLE SALT LAKE CITY, UT 84102		X
BEI Arch Holdings, LLC 529 EAST SOUTH TEMPLE SALT LAKE CITY, UT 84102		X
BEI-Longhorn LLC 529 EAST SOUTH TEMPLE SALT LAKE CITY, UT 84102		X

Signatures

Leucadia National Corporation, /s/ Barbara L. Lowenthal, Vice President and Comptroller		08/25/2011
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	Reflects weighted average per share purchase price of separately priced transactions at a range of $38.99-$39.96. Upon the request of the Commission or a security holder of the issuer, full information regarding the number of shares purchased at each separate price will be provided to the requesting party.
(2)	Reflects shares of Mueller Industries, Inc. common stock directly owned by BEI-Longhorn, LLC ("BEI Longhorn") and indirectly owned by BEI Arch Holdings, LLC ("BEI Arch"), Baldwin Enterprises, Inc. ("Baldwin"), Phlcorp Holding LLC ("Phlcorp") and Leucadia National Corporation ("Leucadia"). BEI Longhorn is a wholly-owned subsidiary of BEI Arch, BEI Arch is a wholly-owned subsidiary of Baldwin, Baldwin is a wholly-owned subsidiary of Phlcorp and Phlcorp is a wholly-owned subsidiary of Leucadia. See Exhibit 99.1.
(3)	Reflects weighted average per share purchase price of separately priced transactions at a range of $40.00-$40.59. Upon the request of the Commission or a security holder of the issuer, full information regarding the number of shares purchased at each separate price will be provided to the requesting party.
(4)	Reflects weighted average per share purchase price of separately priced transactions at a range of $40.28-$41.26. Upon the request of the Commission or a security holder of the issuer, full information regarding the number of shares purchased at each separate price will be provided to the requesting party.
(5)	Reflects weighted average per share purchase price of separately priced transactions at a range of $41.29-$42.27. Upon the request of the Commission or a security holder of the issuer, full information regarding the number of shares purchased at each separate price will be provided to the requesting party.
(6)	Reflects weighted average per share purchase price of separately priced transactions at a range of $42.31-$42.31. Upon the request of the Commission or a security holder of the issuer, full information regarding the number of shares purchased at each separate price will be provided to the requesting party.
(7)	Reflects weighted average per share purchase price of separately priced transactions at a range of $41.70-$42.70. Upon the request of the Commission or a security holder of the issuer, full information regarding the number of shares purchased at each separate price will be provided to the requesting party.
(8)	Reflects weighted average per share purchase price of separately priced transactions at a range of $42.77-$43.10. Upon the request of the Commission or a security holder of the issuer, full information regarding the number of shares purchased at each separate price will be provided to the requesting party.

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.

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