SEC Form 4 · accession 0001159297-15-000051

MEADWESTVACO Corp · MWV

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

E Mark Rajkowski

Officer — SENIOR VICE PRESIDENT & CFO

Period of report

Jul 1, 2015

Accepted (ET)

Jul 6, 2015 · 3:14 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	D/I	Nature of ownership
Common Stock^F1	Jul 1, 2015	D	160,917	—	D	D
Common Stock^F1	Jul 1, 2015	D	4,346	—	D	I	Employer Stock Plan
Common Stock^F11,F1	Jul 1, 2015	D	12,947	—	D	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 Option^F10,F2	$54.76	Jul 1, 2015	D	4,380	D	—	Feb 23, 2025	CommonStock	4,380	0	D
Non-Qualified Stock Option^F10,F3	$35.89	Jul 1, 2015	D	43,350	D	—	Feb 24, 2024	Common Stock	43,350	0	D
Non-Qualified Stock Option^F10,F4	$33.57	Jul 1, 2015	D	42,290	D	—	Feb 25, 2023	Common Stock	42,290	0	D
Non-Qualified StockOption^F10,F5	$27.33	Jul 1, 2015	D	83,609	D	—	Jun 25, 2022	CommonStock	83,609	0	D
Non-Qualified Stock Option^F10,F5	$25.44	Jul 1, 2015	D	67,955	D	—	Feb 28, 2021	Common Stock	67,955	0	D
Non-Qualified Stock Option^F10,F5	$20.65	Jul 1, 2015	D	8,079	D	—	Feb 22, 2020	Common Stock	8,079	0	D
Non-Qualified Stock Option^F10,F5	$20.65	Jul 1, 2015	D	77,918	D	—	Feb 22, 2020	Common Stock	77,918	0	D
Non-Qualified Stock Option^F10,F5	$23.57	Jul 1, 2015	D	74,662	D	—	Feb 25, 2018	Common Stock	74,662	0	D
Non-Qualified Stock Option^F10,F5	$27.83	Jul 1, 2015	D	59,841	D	—	Feb 26, 2017	Common Stock	59,841	0	D
Performance- Based Restricted Stock Units^F6	$0.00	Jul 1, 2015	A	3,106	A	—	—	Common Stock	3,106	3,106	D
Performance-Based Restricted Stock Units^F7	$0.00	Jul 1, 2015	A	28,482	A	—	—	Common Stock	28,482	28,482	D
Performance-Based Restricted Stock Units^F8	$0.00	Jul 1, 2015	A	29,517	A	—	—	Common Stock	29,517	29,517	D
Performance-Based Restricted Stock Units^F9,F6	$0.00	Jul 1, 2015	D	3,106	D	—	—	Common Stock	3,106	0	D
Performance-Based Restricted Stock Units^F9,F7	$0.00	Jul 1, 2015	D	28,482	D	—	—	Common Stock	28,482	0	D
Performance-Based Restricted Stock units^F9,F8	$0.00	Jul 1, 2015	D	29,517	D	—	—	Common Stock	29,517	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 fractional 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.