SEC Form 4 · accession 0001209191-15-020375
Clearwater Paper Corp · CLW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
Michael S Gadd
Officer — Sr. Vice President
Period of report
Feb 26, 2015
Accepted (ET)
Mar 2, 2015 · 5:36 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001441236
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Feb 26, 2015 | A | 7,255 | $61.75 | A | 10,970 | D | |
| Common StockF2 | Feb 26, 2015 | F | 2,022 | $61.75 | D | 8,948 | D | |
| Common StockF3,F4 | Feb 26, 2015 | A | 1,403 | $0.00 | A | 10,351 | D | |
| Common StockF5 | holding | — | — | — | 84,601 | I | Family Trust | |
| Common Stock | holding | — | — | — | 53 | I | 401(k) |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right to buy)F6 | $69.48 | Feb 26, 2015 | A | 6,315 | A | — | Feb 26, 2025 | Common Stock | 6,315 | 13,902 | D |
Explanation of responses
- F1Represents aggregate number of shares of common stock issuable in settlement of 2012-2014 Performance Share grant.
- F2Represents shares withheld by Clearwater Paper Corporation to satisfy tax withholding requirements due at settlement of 2012-2014 Performance Share grant.
- F3Represents award of restricted stock units ("RSUs"). RSUs may be settled only for shares of common stock on a one-for-one basis.
- F4Represents award of RSUs that will vest on December 31, 2017, assuming continued employment. During the vesting period, an amount equal to the dividends that would have been paid on the RSUs had they been in the form of common stock will be converted into additional RSUs.
- F5Reflects 5,129 shares previously reported as directly beneficially owned that were transferred to the reporting person's grantor retained family trust.
- F6The option becomes exercisable on December 31, 2017, assuming continued employment.