SEC Form 4 · accession 0001209191-17-016034
Clearwater Paper Corp · CLW
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Linda K Massman
Officer — President and CEO · Director
Period of report
Feb 27, 2017
Accepted (ET)
Mar 1, 2017 · 5:32 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 27, 2017 | A | 15,398 | $56.75 | A | 197,628 | D | |
| Common StockF2 | Feb 27, 2017 | F | 4,202 | $56.75 | D | 193,426 | D | |
| Common StockF3,F4 | Feb 27, 2017 | A | 10,033 | $0.00 | A | 203,459 | D |
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)F5 | $56.75 | Feb 27, 2017 | A | 45,153 | A | — | Feb 27, 2027 | Common Stock | 45,153 | 229,662 | D |
Explanation of responses
- F1Represents aggregate number of shares of common stock issuable in settlement of 2014-2016 Performance Share Grant.
- F2Represents shares withheld by Clearwater Paper Corporation to satisfy tax witholding requirements due at settlement of 2014-2016 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 33%, 33%, 34% on March 1, 2018, 2019 and 2020, respectively, 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.
- F5These options become exercisable 33%, 33% and 34% on March 1, 2018, 2019 and 2020, respectively, assuming continued employment.