Edgar Filing: Rock-Tenn CO

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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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

Kiepura Michael E

2. Issuer Name and Ticker or Trading Symbol
Rock-Tenn CO [RKT]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
President - Consumer Packaging

(Last)

(First)

(Middle)

504 THRASHER STREET

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2014

(Street)

NORCROSS, GA 30071

4. If Amendment, Date 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

(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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock								182,352 ⁽¹⁾	D

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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

Employee Stock Option (right-to-buy)

$ 17.975 ⁽²⁾

08/27/2014

11,134

05/10/2007

05/10/2017

Class A Common Stock

11,134

$ 0

11,134

Employee Stock Option (right-to-buy)

$ 14.55 ⁽³⁾

08/27/2014

29,332

03/19/2008

03/19/2018

Class A Common Stock

29,332

$ 0

29,332

Employee Stock Option (right-to-buy)

$ 17.88 ⁽⁴⁾

08/27/2014

40,000

08/01/2008

08/01/2018

Class A Common Stock

40,000

$ 0

40,000

Employee Stock Option (right-to-buy)

$ 13.215 ⁽⁵⁾

08/27/2014

44,550

03/18/2009

03/18/2019

Class A Common Stock

44,550

$ 0

44,550

Employee Stock Option (right-to-buy)

$ 21.345 ⁽⁶⁾

08/27/2014

23,000

01/29/2010

01/29/2020

Class A Common Stock

23,000

$ 0

23,000

Employee Stock Option (right-to-buy)

$ 34.325 ⁽⁷⁾

08/27/2014

17,150

02/28/2011

02/28/2021

Class A Common Stock

17,150

$ 0

17,150

Employee Stock Option (right-to-buy)

$ 31.695 ⁽⁸⁾

08/27/2014

25,300

02/01/2012

02/01/2022

Class A Common Stock

25,300

$ 0

25,300

Employee Stock Option (right-to-buy)

$ 39.9 ⁽⁹⁾

08/27/2014

20,180

01/25/2013

01/25/2023

Class A Common Stock

20,180

$ 0

20,180

Employee Stock Option (right-to-buy)

$ 50.74 ⁽¹⁰⁾

08/27/2014

15,670

01/31/2014

01/13/2024

Class A Common Stock

15,670

$ 0

15,670

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Kiepura Michael E 504 THRASHER STREET NORCROSS, GA 30071			President - Consumer Packaging

Signatures

Robert B. McIntosh (Attorney-in-fact pursuant to power of attorney previously filed with the SEC)		08/27/2014
^**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)	On August 27, 2014 the common stock of Rock-Tenn Company split 2-for-1, resulting in the reporting person's ownership of 91,176 additional shares of stock.
(2)	This option was previously reported as covering 16,700 shares at an exercise price of $35.95 per share, but was adjusted to reflect the stock split that occured on August 27, 2014.
(3)	This option was previously reported as covering 22,000 shares at an exercise price of $29.10 per share.
(4)	This option was previously reported as covering 20,000 shares at an exercise price of $35.76 per share.
(5)	This option was previously reported as covering 22,750 shares at an exercise price of $26.43 per share.
(6)	This option was previously reported as covering 11,500 shares at an exercise price of $42.69 per share.
(7)	This option was previously reported as covering 8,575 shares at an exercise price of $68.65 per share.
(8)	This option was previously reported as covering 12,650 shares at an exercise price of $63.39 per share.
(9)	This option was previously reported as covering 10,090 shares at an exercise price of $79.80 per share.
(10)	This option was previously reported as covering 7,835 shares at an exercise price of $101.48 per share.

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