SEC Form 4 · accession 0001225208-19-004718
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
Mar 1, 2019
Accepted (ET)
Mar 5, 2019 · 8:09 pm 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 StockF1 | Mar 1, 2019 | A | 830,681 | $0.00 | A | 1,103,701 | D | |
| Common StockF2 | Mar 1, 2019 | F | 60,171 | $14.10 | D | 1,043,530 | D | |
| Common StockF3,F2 | Mar 1, 2019 | D | 650,681 | $14.65 | D | 392,849 | D | |
| Common StockF4 | holding | — | — | — | 3,573 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF5 | — | Mar 1, 2019 | A | 63,482 | A | Mar 1, 2022 | Mar 1, 2022 | Common Stock | 63,482 | 63,482 | D |
Explanation of responses
- F1In 2016 (when this Long-Term Incentive ("LTI") grant was awarded), the Company's Equity Incentive Plan had a share cap limit of 180,000 shares per person, per annum. Therefore, Mr. Boynton's 2016 LTI award was paid approximately 22% in performance shares under the Equity Incentive Plan, approximately 64% in phantom stock units to be settled in cash that tracked the terms and performance goals for performance shares, and 15% in phantom stock units to be settled in cash subject to time-based cliff vesting after three years.
- F2The different prices reflect treatment required under the terms of the Company's Equity Incentive Plan.
- F3On March 1, 2019, 650,681 of the reporting person's phantom stock units were settled for cash.
- F4Shares are held in the Rayonier Advanced Materials Investment and Savings Plan, a 401(k) plan, for this person's account.
- F5Each restricted stock unit represents a contingent right to receive one share of RYAM common stock.