SEC Form 4 · accession 0001159297-15-000049
MEADWESTVACO Corp · MWV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Brent A. Harwood`
Officer — Vice President and Controller
Period of report
Jul 1, 2015
Accepted (ET)
Jul 6, 2015 · 3:13 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001159297
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jul 1, 2015 | D | 7,371 | — | D | 0 | I | Employer Savings Plan |
| Common StockF11,F1 | Jul 1, 2015 | D | 1,157 | — | D | 0 | I | Deferred Income Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock OptionF10,F2 | $54.76 | Jul 1, 2015 | D | 665 | D | — | Feb 23, 2025 | Common Stock | 665 | 0 | D |
| Non-Qualified Stock OptionF10,F3 | $35.89 | Jul 1, 2015 | D | 6,100 | D | — | Feb 24, 2024 | Common Stock | 6,100 | 0 | D |
| Non-Qualified Stock OptionF10,F4 | $33.57 | Jul 1, 2015 | D | 4,228 | D | — | Feb 25, 2023 | Common Stock | 4,228 | 0 | D |
| Non-Qualified Stock OptionF10,F5 | $27.33 | Jul 1, 2015 | D | 2,257 | D | — | Jun 25, 2022 | Common Stock | 2,257 | 0 | D |
| Performance-Based Restricted Stock UnitsF6 | $0.00 | Jul 1, 2015 | A | 472 | A | — | — | Common Stock | 472 | 472 | D |
| Performance-Based Restricted Stock UnitsF7 | $0.00 | Jul 1, 2015 | A | 4,006 | A | — | — | Common Stock | 4,006 | 4,006 | D |
| Performance-Based Restricted Stock UnitsF8 | $0.00 | Jul 1, 2015 | A | 4,430 | A | — | — | Common Stock | 4,430 | 4,430 | D |
| Performance-Based Restricted Stock UnitsF9,F6 | $0.00 | Jul 1, 2015 | D | 472 | D | — | — | Common Stock | 472 | 0 | D |
| Performance-Based Restricted Stock UnitsF9,F7 | $0.00 | Jul 1, 2015 | D | 4,006 | D | — | — | Common Stock | 4,006 | 0 | D |
| Performance-Based Restricted Stock UnitsF9,F8 | $0.00 | Jul 1, 2015 | D | 4,430 | D | — | — | Common Stock | 4,430 | 0 | D |
Explanation of responses
- F1MeadWestvaco Corporation ("MWV") has entered into the Second Amended and Restated Business Combination Agreement, dated as of April 17, 2015 and amended as of May 5, 2015 (the "BCA") by and among WestRock Company ("WestRock"), MWV, Rock-Tenn Company, Rome Merger Sub, Inc. and Milan Merger Sub, LLC, pursuant to which MWV become a wholly owned subsidiary of WestRock (the "Merger"). Each share of MWV common stock was disposed of pursuant to the BCA, in exchange or 0.78 shares of WestRock common stock, with cash paid in lieu of franctional shares.
- F10In accordance with the terms of the BCA, each MeadWestvaco stock option outstanding and unexercised immediately prior to the effective time of the Merger was converted automatically into an option to purchase a number of shares of WestRock common stock, rounded down to the nearest whole share, equal to the product determined by multiplying the number of shares of MWV common stock subject to such MWV options immediately prior to the closing of the Merger by 0.78, at a per-share exercise price, rounded up to the nearest whole cent, equal to the quotient determined by dividing the per-share exercise price of the MWV option by 0.78.
- F11Share amount indicated represents an estimation of the reporting person's interest in the MeadWestvaco Deferred Income Plan. This plan holds no actual shares but the accrual of benefits mirrors the MeadWestvaco Savings Plan for Salaried Employees.
- F2This MWV option was unvested at the time of the Merger, and the converted option to purchase WestRock common stock will vest in three equal annual installments beginning on February 23, 2016.
- F3One-third of this MWV option was vested at the time of the Merger. Following the Merger, the unvested portion of the converted option to purchase WestRock common stock will vest in two equal installments on February 24, 2016 and February 24, 2017.
- F4Two-thirds of this MWV option was vested at the time of the merger. Following the Merger, the unvested portion of the converted option will vest in accordance with its terms on February 25, 2016.
- F5This option to purchase shares of MWV common stock was fully vested at the time of the Merger.
- F6At the time of the Merger, the performance conditions with respect to MWV performance-based restricted stock units ("MWV PSUs") were deemed to be earned based on actual performance from January 1, 2015 through the time of the Merger, and the MWV PSUs (and related converted awards as described below), as so earned, will vest on December 31, 2018.
- F7The performance conditions with respect to MWV PSUs were deemed to be earned based on target performance at the time of the Merger, and the MWV PSUs (and related converted awards as described below), as so earned, will vest on December 31, 2017.
- F8The performance conditions with respect to MWV PSUs were deemed to be earned based on target performance at the time of the Merger, and the MWV PSUs (and related converted awards as described below), as so earned, will vest on December 31, 2016.
- F9Each outstanding MWV PSU (as deemed earned pursuant to the Merger Agreement, was assumed by WestRock pursuant to the Merger Agreement and replaced with a WestRock restricted stock unit award related to the number of shares of WestRock common stock (rounded up to the nearest whole share) determined by multiplying the number of shares subject to the MWV PSU by 0.78.