SEC Form 4 · accession 0001209191-18-016925
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
Mar 1, 2018
Accepted (ET)
Mar 5, 2018 · 7:04 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 | Mar 1, 2018 | F | 801 | $37.60 | D | 201,913 | D | |
| Common StockF2,F3 | Mar 5, 2018 | A | 18,797 | $37.45 | A | 220,710 | 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 Options (right to buy)F4 | $37.45 | Mar 5, 2018 | A | 56,391 | A | — | Mar 5, 2028 | Common Stock | 56,391 | 286,053 | D |
Explanation of responses
- F1Represents shares withheld by Clearwater Paper Corporation to satisfy tax withholding requirements due at settlement of restricted stock units, that vested March 1, 2018.
- F2Represents award of restricted stock units ("RSUs"). RSUs may be settled only for shares of common stock on a one-for-one basis.
- F3Represents award of RSUs that will vest 33%, 33%, 34% on March 5, 2019, 2020 and 2021, 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.
- F4These options become exercisable 33%, 33% and 34% on March 5, 2019, 2020 and 2021, respectively, assuming continued employment.