SEC Form 4 · accession 0001209191-15-002808
NewPage Holdings Inc. · [NONE]
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Jay A Epstein
Officer — See Remarks
Period of report
Jan 7, 2015
Accepted (ET)
Jan 7, 2015 · 3:29 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001578086
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1 | Jan 7, 2015 | D | 3,138 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF2,F3,F4 | — | Jan 7, 2015 | D | 6,136 | D | — | — | Common Stock | 6,136 | 0 | D |
| Non-Qualified Stock Option (right to buy)F5,F3,F6 | $163.45 | Jan 7, 2015 | D | 16,363 | D | — | Dec 21, 2019 | Common Stock | 16,363 | 0 | D |
| Non-Qualified Stock Option (right to buy)F7,F3,F6 | $74.37 | Jan 7, 2015 | D | 53,179 | D | — | Dec 21, 2019 | Common Stock | 53,179 | 0 | D |
Explanation of responses
- F1Pursuant to the agreement and plan of merger (the "Merger Agreement"), dated January 3, 2014, between the Issuer, Verso Paper Corp. and Verso Merger Sub Inc., providing for Verso Paper Corp. to acquire the Issuer (the "Merger"), upon closing of the Merger, each common share of the Issuer was converted into the right to receive "Merger Consideration" equal to its pro rata portion of: a. approximately $4 million in cash; b. $650 million in principal amount of 11.75% Senior Secured Notes due 2019 to be offered by Verso Paper Holdings LLC and Verso Paper Inc. in connection with the Merger (subject to downward adjustment in certain circumstances in an amount not to exceed $27 million in value); and c. shares of Verso Paper Corp. common stock representing 20% of the number of outstanding Verso Paper Corp. shares as of immediately prior to closing of the Merger.
- F2Pursuant to the terms of the Merger Agreement, each RSU was cancelled and automatically converted into the right to receive the Merger Consideration (defined in (1) above).
- F3The Restricted Stock Units ("RSUs") and the Non-Qualified Stock Options ("Stock Options") were granted on December 21, 2012 and vest in four equal annual installments beginning on the first anniversary of the grant date.
- F4Pursuant to the terms of the Merger Agreement, each RSU became fully vested upon the closing of the Merger.
- F5Pursuant to the terms of the Merger Agreement, all Stock Options with exercise price of $163.45 were automatically canceled and terminated upon closing of the merger without payment and no longer has any further force or effect.
- F6Pursuant to the terms of the Merger Agreement, each Stock Option became fully vested upon the closing of the Merger.
- F7Pursuant to the terms of the Merger Agreement, each Stock Option with exercise price of $74.37 was automatically cancelled and converted into the right to receive consideration equal to the difference between (i) the Merger Consideration (defined in (1) above) plus the Issuer's per share dividend paid in February 2014, adjusted for certain payments paid in respect of certain RSUs that vested prior to closing and (ii) $74.37, in a combination of cash consideration, note consideration and share consideration as determined by the board of directors of the Issuer based on the proportionate amount of each form of consideration payable in respect of one share of the Issuer's common stock (taking into account the February 2014 dividend).
Remarks
Senior Vice President and Chief Financial Officer