SEC Form 4 · accession 0000916480-16-000111
WAUSAU PAPER CORP. · WPP
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Gary W Freels
Director
Period of report
Jan 21, 2016
Accepted (ET)
Jan 22, 2016 · 9:41 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0000105076
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock Equivalent UnitsF1,F2 | $0.00 | Jan 21, 2016 | D | 15,680 | D | — | — | Common Stock | 15,680 | 0 | D |
| Restricted Stock UnitsF3 | $0.00 | Jan 21, 2016 | D | 37,279 | D | — | — | Common Stock | 37,279 | 0 | D |
| Common Stock (Right to Buy)F4 | $8.97 | Jan 21, 2016 | D | 15,000 | D | — | Aug 7, 2020 | Common Stock | 15,000 | 0 | D |
| Common Stock (Right to Buy)F5 | $13.69 | Jan 21, 2016 | D | 10,000 | D | — | Apr 21, 2025 | Common Stock | 10,000 | 0 | D |
| Common Stock (Right to Buy)F4 | $9.21 | Jan 21, 2016 | D | 3,000 | D | — | Dec 19, 2027 | Common Stock | 3,000 | 0 | D |
| Common Stock (Right to Buy)F4 | $8.43 | Jan 21, 2016 | D | 3,000 | D | — | Apr 17, 2028 | Common Stock | 3,000 | 0 | D |
| Common Stock (Right to Buy)F4 | $6.96 | Jan 21, 2016 | D | 3,000 | D | — | Apr 16, 2019 | Common Stock | 3,000 | 0 | D |
| Common Stock (Right to Buy)F4 | $9.90 | Jan 21, 2016 | D | 3,000 | D | — | Apr 22, 2020 | Common Stock | 3,000 | 0 | D |
Explanation of responses
- F1Converts to common stock on a one-for-one basis.
- F2Stock equivalent units accrued under the Wausau Paper Corp. Deferred Compensation Plan for Directors. 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"), the director has incurred a termination of service and is entitled to a cash payment equal to the merger consideration of $10.25 per share multiplied by the number of shares of common stock equivalent units.
- F3Each unit represented right to receive one share of issuer's common stock upon termination of service as a director, unless deferred at election of reporting person. 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.
- F4Pursuant to the Merger, this option was cancelled in exchange for a cash payment equal to the product of the excess, if any, of the merger consideration of $10.25 per share over the applicable per share exercise price of the option and the aggregate number of shares of common stock subject to such option.
- F5Pursuant to the Merger, this option was cancelled with no cash payment since its exercise price was greater than the merger consideration of $10.25 per share.