SEC Form 4 · accession 0000916480-16-000107
WAUSAU PAPER CORP. · WPP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Sherri L Craker
Officer — SVP & CFO
Period of report
Jan 21, 2016
Accepted (ET)
Jan 22, 2016 · 9:35 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000105076
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| No Par Value Common Stock | Jan 21, 2016 | D | 660 | $10.25 | D | 0 | I | 401(k) Trust |
| No Par Value Common Stock | Jan 21, 2016 | D | 31,198 | $10.25 | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance RightsF2,F3 | $0.00 | Jan 21, 2016 | D | 22,423 | D | Jan 2, 2016 | Jan 2, 2016 | Common Stock | 22,423 | 0 | D |
| Performance RightsF2,F4 | $0.00 | Jan 21, 2016 | D | 16,373 | D | Jan 3, 2017 | Jan 3, 2017 | Common Stock | 16,373 | 0 | D |
| Common Stock (Right to Buy)F5 | $12.57 | Jan 21, 2016 | D | 5,000 | D | — | Dec 16, 2019 | Common Stock | 5,000 | 0 | D |
| Common Stock (Right to Buy)F5 | $10.71 | Jan 21, 2016 | D | 3,000 | D | — | Dec 13, 2021 | Common Stock | 3,000 | 0 | D |
Explanation of responses
- F1Represents an unallocated interest in a 401(k) common stock investment fund. Disposed of pursuant to an agreement and plan of merger dated October 12, 2015 by and among issuer, SCA Americas Inc., and Salmon Acquisition, Inc. (the "Merger") in which the issuer's common stockholders, within three days of the effective date of the Merger, were entitled to receive the merger consideration of $10.25 per common share.
- F2Converts to common stock on a one-for-one basis. Disposed of pursuant to an agreement and plan of merger dated October 12, 2015 by and among issuer, SCA Americas Inc ., and Salmon Acquisition, Inc. (the "Merger") in which the issuer's common stock holders, within three days of the effective date of the Merger, were entitled to receive the merger consideration of $10.25 per common share.
- F3Converts to common stock on a one-for-one basis. On June 19, 2014, the performance rights vested in accordance with the change in control provisions included in the performance rights grant agreement. The rights were fully vested and exercisable at the earlier of the Reporting Person's separation from the issuer or January 2, 2016. Pursuant to the Merger, the award was cancelled in exchange for a cash payment equal to the merger consideration of $10.25 per share multiplied by the number of shares of common stock subject to such performance unit award.
- F4Converts to common stock on a one-for-one basis. On June 19, 2014, the performance rights vested in accordance with the change in control provisions included in the performance rights grant agreement. The rights were fully vested and exercisable at the earlier of the Reporting Person's separation from the issuer or January 3, 2017. Pursuant to the Merger, the award was cancelled in exchange for a cash payment equal to the merger consideration of $10.25 per share multiplied by the number of shares of common stock subject to such performance unit award.
- F5This option was cancelled in the Merger with no cash payment since its exercise price was greater than the merger consideration of $10.25 per share.