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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT 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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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) |
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) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Stock option - right to buy | $ 19.07 | 11/02/2018 | D | 25,753 (1) (2) | (3) | 01/29/2020 | Common Stock | 25,753 | (3) | 0 | D | ||||
Stock option - right to buy | $ 30.66 | 11/02/2018 | D | 19,202 (1) (2) | (3) | 02/28/2021 | Common Stock | 19,202 | (3) | 0 | D | ||||
Stock option - right to buy | $ 27.72 | 11/02/2018 | D | 4,422 (1) (2) | (3) | 07/20/2021 | Common Stock | 4,422 | (3) | 0 | D | ||||
Stock option - right to buy | $ 28.31 | 11/02/2018 | D | 34,262 (1) (2) | (3) | 02/01/2022 | Common Stock | 34,262 | (3) | 0 | D | ||||
Stock option - right to buy | $ 35.64 | 11/02/2018 | D | 26,514 (1) (2) | (3) | 01/25/2023 | Common Stock | 26,514 | (3) | 0 | D | ||||
Stock option - right to buy | $ 45.32 | 11/02/2018 | D | 20,804 (1) (2) | (3) | 01/31/2024 | Common Stock | 20,804 | (3) | 0 | D | ||||
Stock option - right to buy | $ 57.97 | 11/02/2018 | D | 2,960 (1) (2) | (3) | 01/30/2025 | Common Stock | 2,960 | (3) | 0 | D | ||||
Stock option - right to buy | $ 29.8 | 11/02/2018 | D | 56,046 (1) (2) | (3) | 02/02/2016 | Common Stock | 56,046 | (3) | 0 | D | ||||
Stock option - right to buy | $ 56.05 | 11/02/2018 | D | 18,049 (1) (2) | (3) | 01/30/2025 | Common Stock | 18,049 | (3) | 0 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Porter James B 1000 ABERNATHY ROAD NE ATLANTA, GA 30328 |
President - Corrugated Packagi |
Robert B. McIntosh (Attorney-in-fact pursuant to power of attorney previously filed with SEC) | 11/06/2018 | |
**Signature of Reporting Person | Date |
* | 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) | On November 2, 2018, pursuant to the terms of the Agreement and Plan of Merger, dated as of January 28, 2018, by and among WRKCo Inc. (formerly known as WestRock Company), KapStone Paper and Packaging Corporation ("KapStone), WestRock Company (formerly known as Whiskey Holdco, Inc.) (the "Company"), Whiskey Merger Sub, Inc. and Kola Merger Sub Inc., (i) Whiskey Merger Sub, Inc. merged with and into WRKCo Inc., with WRKCo Inc. surviving such merger as a wholly owned subsidiary of the Company and (ii) Kola Merger Sub, Inc. merged with and into KapStone with KapStone surviving such merger as a wholly owned subsidiary of the Company (such mergers, together, the "Mergers"). |
(2) | In connection with the Mergers, each share of common stock issued and outstanding immediately prior to the consummation of the Mergers, converted into one share of the Company's common stock, in the case of restricted shares, subject to the same terms and conditions as were applicable to such shares immediately prior to the consummation of the Mergers. |
(3) | Upon the consummation of the Mergers, stock options with respect to WRKCo Inc. common stock that were outstanding immediately prior to the consummation of the Mergers were converted into stock options in respect of the Company's common stock, subject to the same terms and conditions (including the exercise price and applicable vesting requirements, if any) as were applicable to such stock options immediately prior to the consummation of the Mergers. |