SEC Form 4 · accession 0001225208-16-038189
RAYONIER ADVANCED MATERIALS INC. · RYAM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
C David Brown II
Director
Period of report
Aug 18, 2016
Accepted (ET)
Aug 19, 2016 · 5:24 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001597672
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| 8.00% Series A Mandatory Convertible Preferred StockF3,F1,F2 | — | Aug 18, 2016 | P | 3,500 | A | — | Aug 15, 2019 | Common Stock | 27,111 | 5,000 | D |
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 $12.18 per share (the closing price of the Common Stock on August 18, 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.
- F3This transaction was executed in multiple trades at prices ranging from $96.415 to $96.50. The price reported above reflects the weighted average purchase price of the preferred stock. Upon written request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of preferred shares purchased at each separate price is available.