SEC Form 4 · accession 0001225208-16-037728

RAYONIER ADVANCED MATERIALS INC. · RYAM

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

Table I — non-derivative securities

Table II — derivative securities

Explanation of responses

• F1The conversion rate of the 8.00% Series A Mandatory Convertible Preferred Stock (the "Preferred Stock") on the mandatory conversion date (expected to be 8/15/2019) depends on the average market value of the Common Stock for a period of time prior to the mandatory conversion date as set forth in the Certificate of Designations of 8.00% Series A Mandatory Convertible Preferred Stock, included as Exhibit 3.1 to the Issuer's Form 8-K filed with the SEC on 8/10/2016 (the "Certificate"). The Preferred Stock automatically converts into Common Stock on the mandatory conversion date at a conversion rate between 6.5923 and 7.7459 shares of Common Stock per share of Preferred Stock, subject to certain adjustments set forth in the Certificate, but holders may elect to convert shares of Preferred Stock into Common Stock at any time prior to such date at a conversion rate of 6.5923 shares of Common Stock per share of Preferred Stock, subject to certain adjustments set forth in the Certificate.
• F2See note (1). If the average market value of the Common Stock during the period of time indicated in note (1) prior to the mandatory conversion date were $11.91 per share (the closing price of the Common Stock on August 10, 2016), each share of Preferred Stock would convert into 7.7459 shares of Common Stock on the mandatory conversion date, subject to certain adjustments set forth in the Certificate.
• F3Represents the purchase price of each share of Preferred Stock.