SEC Form 4 · accession 0001209191-15-001139
Veritiv Corp · VRTV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Seth Meisel
Director · 10% Owner
Period of report
Dec 31, 2014
Accepted (ET)
Jan 5, 2015 · 5:11 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001599489
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1,F2 | holding | — | — | — | 7,840,000 | I | See Footnotes |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Deferred Share UnitF3,F4 | — | Dec 31, 2014 | A | 2,008 | A | — | — | Common Stock | 2,008 | 2,008 | D |
Explanation of responses
- F1Represents shares of common stock of Veritiv Corporation (the "Issuer") held by UWW Holdings, LLC ("UWWH") s stock on the NYSE on July 1, 2014 issued in exchange for such shares was $37.60 per share. Voting and dispositive power with respect to the common stock is exercised through a three-member board of managers of UWWH acting by majority vote. Bain Capital Fund VII, L.P. ("Fund VII") and Bain Capital VII Coinvestment Fund, L.P. ("Coinvestment VII") have the right to appoint two of the three members of the board of managers of UWWH. Bain Capital Investors, LLC ("BCI") is the general partner of Bain Capital Partners VII, L.P. ("BCP VII"), which is the general partner of each of Fund VII and Coinvestment VII.
- F2Mr. Meisel is a member of the board of managers of UWWH and is a managing director of BCI. By virtue of the relationships described in this footnote and in footnote (1), Mr. Meisel may be deemed to share voting and dispositive power with respect to the shares of the Issuer held by UWWH. Mr. Meisel disclaims beneficial ownership of such shares except to the extent of his pecuniary interest therein.
- F3Each deferred share unit is the economic equivalent of one share of Veritiv Corporation common stock.
- F4The deferred share units are fully vested and non-forfeitable as of the grant date and shall be payable in cash, generally within 30 days after the reporting person's termination of service as a Veritiv Corporation director.