SEC Form 4 · accession 0001225208-18-015398

RAYONIER ADVANCED MATERIALS INC. · RYAM

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

Reporting owner

Paul G Boynton

Officer — Chairman, President and CEO · Director

Period of report

Nov 12, 2018

Accepted (ET)

Nov 13, 2018 · 8:53 am EST

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	Nov 12, 2018	P	10,000	$13.72	A	273,020	D
Common Stock^F1	holding	—	—		—	3,537	I	By 401k
Common Stock	holding	—	—		—	30,266	I	By Grantor Retained Annuity Trust
Common Stock	holding	—	—		—	33,701	I	By Michelle M. Boynton Irrevocable Trust
Common Stock	holding	—	—		—	32,329	I	By Paul G. Boynton Trust
Common Stock	holding	—	—		—	796	I	By Wife

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 Stock^F4,F2,F3	—	Nov 12, 2018	P	1,000	A	—	Aug 15, 2019	Common Stock	7,746	1,000	D

Explanation of responses

F1Shares are held in the Rayonier Advanced Materials Investment and Savings Plan, a 401(k) plan, for this person's account.
F2The 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.
F3See 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.
F4Represents the purchase price of each share of Preferred Stock.