SEC Form 4 · accession 0000950157-17-000869
WRKCo Inc. · WRK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Marc P Shore
Officer — President-Specialty Packaging
Period of report
Jun 6, 2017
Accepted (ET)
Jun 8, 2017 · 6:17 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001636023
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1 | — | Jun 6, 2017 | A | 43,421 | A | — | — | Common Stock | 43,421 | 43,421 | D |
| Restricted Stock UnitsF2,F3 | — | Jun 7, 2017 | A | 43,055 | A | — | — | Common Stock | 43,055 | 43,055 | D |
| Restricted Stock UnitsF4 | — | Jun 7, 2017 | A | 3,540 | A | — | — | Common Stock | 3,540 | 3,540 | D |
Explanation of responses
- F1On June 6, 2017, WestRock Company ("WestRock"), Multi Packaging Solutions International Limited ("MPS") and WRK Merger Sub Limited ("Merger Sub") consummated a merger (the "Merger"), as a result of which Merger Sub merged with and into MPS, with MPS surviving as a wholly owned subsidiary of WestRock. Pursuant to the Agreement and Plan of Merger, dated as of January 23, 2017, among WestRock, MPS and Merger Sub (the "Merger Agreement"), restricted stock unit awards not subject to performance-based vesting conditions granted pursuant to MPS plans outstanding immediately prior to the effective time of the Merger were converted into restricted stock unit awards in respect of WestRock common stock at the effective time of the Merger, subject to the same terms and conditions applicable to such awards prior to the consummation of the Merger; provided that restricted stock unit awards granted pursuant to MPS plans were adjusted to reflect the exchange ratio defined in the Merger Agreement.
- F2Each restricted stock unit represents a contingent right to receive one share of WestRock common stock.
- F3The restricted stock units vest in three equal annual installments beginning June 6, 2018, subject to the Reporting Person remaining employed by WestRock or its applicable subsidiary through the applicable vesting date.
- F4Award is pursuant to a grant of restricted stock units under the WestRock Company 2016 Incentive Plan. Each restricted stock unit represents a contingent right to receive one share of WestRock common stock upon three-year cliff vesting on June 7, 2020, subject to continued employment on the vesting date.