SEC Form 4 · accession 0001225208-17-014090
RAYONIER ADVANCED MATERIALS INC. · RYAM
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
DeLyle W Bloomquist
Director
Period of report
Aug 14, 2017
Accepted (ET)
Aug 16, 2017 · 4:08 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001597672
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock | Aug 14, 2017 | P | 5,600 | $13.48 | A | 27,904 | D |
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 14, 2017 | P | 1,950 | A | — | Aug 15, 2019 | Common Stock | 15,105 | 1,950 | 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). The conversion rate for each share of Preferred Stock will not be more than 7.7459 shares of Common Stock and not less than 6.5923 shares of Common Stock on the mandatory conversion date, subject to certain adjustments set forth in the Certificate. The reporting person has reported the maximum number of shares of Common Stock that could be received in connection with this transaction.
- F3This transaction was executed in multiple trades at prices ranging from $102.53 to $102.7675. The price reported above reflects the weighted average purchase price. Upon written request by the Commission staff, the issuer or a security holder of the issuer, full information regarding the number of shares purchased at each separate price is available.