NAMES OF REPORTING PERSONS.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Graham Berry Holdings, LP EIN 35-2277833

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  x

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

    1,587,258

SHARED VOTING POWER

    0

SOLE DISPOSITIVE POWER

    1,587,258

SHARED DISPOSITIVE POWER

    0

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    1,587,258

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    1.4%

TYPE OF REPORTING (SEE INSTRUCTIONS)

    PN

NAMES OF REPORTING PERSONS.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Graham Berry Holdings GP, LLC EIN 32-0180538

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  x

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

    1,587,258

SHARED VOTING POWER

    0

SOLE DISPOSITIVE POWER

    1,587,258

SHARED DISPOSITIVE POWER

    0

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    1,587,258

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    1.4%

TYPE OF REPORTING (SEE INSTRUCTIONS)

    OO (Limited Liability Company)

NAMES OF REPORTING PERSONS.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

Graham Partners II, L.P. EIN 27-0102707

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  x

SEC USE ONLY

CITIZENSHIP OR PLACE OF ORGANIZATION

    Delaware

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

    1,587,258

SHARED VOTING POWER

    0

SOLE DISPOSITIVE POWER

    1,587,258

SHARED DISPOSITIVE POWER

    0

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

    1,587,258

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9

    1.4%

TYPE OF REPORTING (SEE INSTRUCTIONS)

    PN

Name of Issuer:

Berry Plastics Group, Inc.

Address of Issuer’s Principal Executive Offices:

101 Oakley Street

Evansville, IN 47710

Name of Person(s) Filing:

Graham Berry Holdings, LP

Graham Berry Holdings GP, LLC

Graham Partners II, L.P.

Pursuant to Regulation 13D-G of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended (the “Act”), the undersigned hereby files this Amendment No. 1 to its Schedule 13G Statement on behalf of Graham Berry Holdings, LP (“Holdings”), Graham Berry Holdings GP, LLC (“GP”) and Graham Partners II, L.P. (“GP II”).

Because GP is the general partner of Graham Berry Holdings, LP, and because GP II is the sole member of GP, GP and GP II may be deemed to be the beneficial owners of all the shares of common stock owned by Holdings. Holdings, GP, and GP II (collectively, the “Item 2 Persons”) are making this single, joint filing because they may be deemed to constitute a “group” within the meaning of Section 13(d)(3) of the Act, although neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Item 2 Persons that such a group exists.

Address of Principal Business Office or, if None, Residence:

3811 West Chester Pike

Building 2, Suite 200

Newtown Square, PA 19073

Citizenship:

Delaware

Title of Class of Securities:

Common Stock , par value $0.01

CUSIP Number:

08579W 103

If this Statement is Filed Pursuant to Rule 13d-1(b), or 13d-2(b) or (c), Check Whether the Person Filing is a:

(a)  ¨  Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

(b)  ¨  Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

(c)  ¨  Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

(d)  ¨  Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C 80a-8).

(e) ¨ An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

(f) ¨ An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

(g) ¨ A parent holding company or control person in accordance with § 240.13d-1(b)(1)(ii)(G);

(h) ¨ A savings associations as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

(i)  ¨ A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

(j) ¨ Group, in accordance with §240.13d-1(b)(1)(ii)(J).

Amount beneficially owned

Holdings is the beneficial owner of 1,587,258 shares of common stock.

GP, as general partner of Holdings, and GP II, as the sole member of GP, are also reporting persons. However, GP and GP II disclaim beneficial ownership of any such shares in which they do not have a pecuniary interest.

(i)  Sole power to vote or to direct the vote:

1,587,258

(ii)  Shared power to vote or to direct the vote:

0

(iii)  Sole power to dispose or to direct the disposition of:

1,587,258

(iv)  Shared power to dispose or to direct the disposition of:

0

Ownership of Five Percent or Less of a Class:

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than 5% of the class of securities, check the following:  x

Ownership of More than Five Percent on Behalf of Another Person:

Not applicable.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company:

Not applicable.

Identification and Classification of Members of the Group:

This Schedule 13G Statement is being filed on behalf of each of the Item 2 Persons pursuant to Rules 13d-1(d) and Rule 13d-1(k)(1)(iii). The identity of each of the Item 2 Person is set forth in Item 2(a) hereof. However, neither the fact of this filing nor anything contained herein shall be deemed to be an admission by the Item 2 Persons that such a group exists.

Notice of Dissolution of Group:

Not applicable.

Certification:

Not applicable.