SEC Form 4 · accession 0001104659-18-066439

KAPSTONE PAPER & PACKAGING CORP · KS

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

Reporting owner

Randy J. Nebel

Officer — Exec. VP. Integrated Packaging

Period of report

Nov 2, 2018

Accepted (ET)

Nov 6, 2018 · 9:58 pm EST

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0001325281

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I	Nature of ownership
Common Stock^F1	Nov 2, 2018	D	12,519	—	D	0	D
Common Stock^F2	Nov 2, 2018	D	51,922	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Stock Option (Right to Buy)^F8,F3	$21.825	Nov 2, 2018	D	12,572	D	—	Aug 22, 2023	Common Stock	12,572	D
Stock Option (Right to Buy)^F8,F4	$30.41	Nov 2, 2018	D	20,251	D	—	Mar 12, 2024	Common Stock	20,251	D
Stock Option (Right to Buy)^F8,F5	$31.89	Nov 2, 2018	D	23,810	D	—	Mar 26, 2025	Common Stock	23,810	D
Stock Option (Right to Buy)^F8,F6	$12.72	Nov 2, 2018	D	51,479	D	—	Mar 18, 2026	Common Stock	51,479	D
Stock Option (Right to Buy)^F8,F7	$22.195	Nov 2, 2018	D	44,944	D	—	Mar 7, 2027	Common Stock	44,944	D

Explanation of responses

F1Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 28, 2018 among WRKCo Inc., a Delaware corporation (formerly known as WestRock Company), KapStone Paper and Packaging Corporation, a Delaware corporation ("KapStone" or the "Company"), WestRock Company, a Delaware corporation (formerly known as Whiskey Holdco, Inc.), Whiskey Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdco, and Kola Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdco ("Merger Sub"), effective as of the effective time of the merger of Merger Sub with and into the Company (the "Merger"), these shares of Company common stock, par value $0.0001 per share, were converted into the right to receive, at the election of the stockholder, (i) $35.00 in cash, without interest thereon or (ii) 0.4981 shares of Holdco common stock.
F2Pursuant to the Merger Agreement, each KapStone restricted stock unit award was converted at the effective time of the Merger into a Holdco restricted stock unit award, generally on the same terms and conditions as were applicable to such KapStone restricted stock unit award immediately prior to the effective time of the Merger, relating to the number of Holdco shares (rounded to the nearest whole share) determined by multiplying the number of KapStone shares subject to the KapStone restricted stock unit award by the Equity Award Exchange Ratio (as defined in the Merger Agreement).
F3The options vested 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date. The options were granted on 8/22/13.
F4The options vested 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date. The options were granted on 3/12/14.
F5The options vested 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date. The options were granted on 3/26/15.
F6The options vested 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date. The options were granted on 3/18/16.
F7The options vested 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date. The options were granted on 3/7/17.
F8Pursuant to the Merger Agreement, these options to purchase KapStone shares converted at the effective time of the Merger into an option to purchase, generally on the same terms and conditions as were applicable to such KapStone option immediately prior to the effective time of the Merger, a number of Holdco shares (rounded down to the nearest whole share) determined by multiplying the number of KapStone shares subject to the KapStone option by the Equity Award Exchange Ratio (as defined in the Merger Agreement), at an exercise price per share (rounded up to the nearest whole cent) determined by dividing the per-share exercise price of the KapStone option by the Equity Award Exchange Ratio.