SEC Form 4 · accession 0001209191-15-002997

NewPage Holdings Inc. · [NONE]

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

Reporting owner

Director

Period of report

Jan 7, 2015

Accepted (ET)

Jan 7, 2015 · 9:21 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 Stock^F1	Jan 7, 2015	D	161	—	D	0	D

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	Owned after	D/I
Restricted Stock Units^F2,F3	—	Jan 7, 2015	D	1,919	D	—	Jan 23, 2020	Common Stock	1,919	0	D

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).
F3Pursuant to the terms of the Merger Agreement, each RSU became fully vested upon the closing of the Merger.