SEC Form 4 · accession 0001636023-15-000064
WRKCo Inc. · WRK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
John A Luke Jr.
Director
Period of report
Jul 1, 2015
Accepted (ET)
Jul 6, 2015 · 4:31 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001636023
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2,F3 | Jul 1, 2015 | A | 325,085 | — | A | 325,085 | D | |
| Common StockF1,F2,F3 | Jul 1, 2015 | A | 2,269 | — | A | 2,269 | I | By Spouse |
| Common StockF1,F2,F3 | Jul 1, 2015 | A | 11,197 | — | A | 11,197 | I | By Daughter |
| Common StockF1,F2,F3 | Jul 1, 2015 | A | 7,644 | — | A | 7,644 | I | By Daughter |
| Common StockF1,F2,F3 | Jul 1, 2015 | A | 7,064 | — | A | 7,064 | I | By Son |
| Common StockF1,F2,F3 | Jul 1, 2015 | A | 140,680 | — | A | 140,680 | I | In Family Trust |
| Common StockF1,F2,F3 | Jul 1, 2015 | A | 33,912 | — | A | 33,912 | I | In Employee Stock Plan |
| Common StockF1,F2,F3 | Jul 1, 2015 | A | 105,387 | — | A | 105,387 | I | In Deferred Income Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Non-Qualified Stock OptionF5,F4 | $70.21 | Jul 1, 2015 | A | 77,766 | A | — | Feb 23, 2025 | Common Stock | 77,766 | 77,766 | D |
| Non-Qualified Stock OptionF5,F6 | $46.02 | Jul 1, 2015 | A | 114,145 | A | — | Feb 24, 2024 | Common Stock | 114,145 | 114,145 | D |
| Non-Qualified Stock OptionF5,F7 | $43.04 | Jul 1, 2015 | A | 128,595 | A | — | Feb 25, 2023 | Common Stock | 128,595 | 128,595 | D |
| Non-Qualified Stock OptionF5,F8 | $35.04 | Jul 1, 2015 | A | 233,245 | A | — | Jun 25, 2022 | Common Stock | 233,245 | 233,245 | D |
| Non-Qualififed Stock OptionF5,F8 | $32.62 | Jul 1, 2015 | A | 168,490 | A | — | Feb 28, 2021 | Common Stock | 168,490 | 168,490 | D |
| Non-Qualified Stock OptionF5,F8 | $26.48 | Jul 1, 2015 | A | 13,505 | A | — | Feb 22, 2020 | Common Stock | 13,505 | 13,505 | D |
| Non-Qualified Stock OptionF5,F8 | $26.48 | Jul 1, 2015 | A | 236,956 | A | — | Feb 22, 2020 | Common Stock | 236,956 | 236,956 | D |
| Non-Qualified Stock OptionF5,F8 | $10.09 | Jul 1, 2015 | A | 690,719 | A | — | Feb 23, 2019 | Common Stock | 690,719 | 690,719 | D |
| Non-Qualified Stock OptionF5,F8 | $30.22 | Jul 1, 2015 | A | 213,698 | A | — | Feb 25, 2018 | Common Stock | 213,698 | 213,698 | D |
| Non-Qualified Stock OptionF5,F8 | $35.68 | Jul 1, 2015 | A | 167,994 | A | — | Feb 26, 2017 | Common Stock | 167,994 | 167,994 | D |
| Non-Qualified Stock OptionF5,F8 | $31.30 | Jul 1, 2015 | A | 173,145 | A | — | Feb 27, 2016 | Common Stock | 173,145 | 173,145 | D |
| Restricted Stock UnitsF9 | $0.00 | Jul 1, 2015 | A | 55,109 | A | — | — | Common Stock | 55,109 | 55,109 | D |
| Restricted Stock UnitsF10 | $0.00 | Jul 1, 2015 | A | 75,002 | A | — | — | Common Stock | 75,002 | 75,002 | D |
| Restricted Stock UnitsF11 | $0.00 | Jul 1, 2015 | A | 89,756 | A | — | — | Common Stock | 89,756 | 89,756 | D |
Explanation of responses
- F1"On July 1, 2015, WestRock Company ("WestRock", formerly Rome-Milan Holdings, Inc.), Rock-Tenn Company ("RockTenn") and MeadWestvaco Corporation ("MWV") consummated a business combination transaction (the "Combination"), as a result of which RockTenn and MWV each became a direct wholly owned subsidiary of WestRock. Pursuant to the terms of the Second Amended and Restated Business Combination Agreement, dated as of April 17, 2015 and amended as of May 5, 2015, by and among WestRock, RockTenn, MWV, Rome Merger Sub, Inc. and Milan Merger Sub, LLC, (i) each share of RockTenn Class A common stock issued and outstanding immediately prior to the effective time of the Combination was cancelled and converted into the right to receive, at the election of the RockTenn shareholder (but subject to certain proration procedures),
- F10The performance conditions with respect to MWV PSUs were deemed to be earned based on target performance at the time of the Merger, and the MWV PSUs (and related converted awards as described below), as so earned, have vested immediately following the merger in accordance with their terms subject to defered distribution under 409(A).
- F11The performance conditions with respect to MWV PSUs were deemed to be earned based on target performance at the time of the Merger, and the MWV PSUs (and related converted awards as described below), as so earned have vested immediately following the merger in accordance with their terms subject to defered distribution under 409(A).
- F2either (A) one share of WestRock common stock or (B) cash in an amount equal to the volume weighted average price per share of RockTenn common stock on the New York Stock Exchange for the consecutive period over the five trading days immediately preceding (but not including) the third trading day prior to the effective time of the Combination, and (ii) each share of MWV common stock issued and outstanding immediately prior to the effective time of the Combination was cancelled and converted into the right to receive 0.78 shares of WestRock common stock (the "MWV Exchange Ratio").
- F3Equity-based awards granted pursuant to RockTenn plans and MWV plans that were outstanding immediately prior to the effective time of the Combination were converted into corresponding awards in respect of WestRock common stock at the effective time of the Combination, subject to the same terms and conditions (including applicable vesting requirements) as were applicable to such awards prior to the consummation of the Combination; provided, that equity-based awards granted pursuant to MWV plans were adjusted to reflect the MWV Exchange Ratio."
- F4The underlying MWV option was unvested at the time of the Merger, and the converted option to purchase WestRock common stock has vested in accordance with its terms immediately following the merger.
- F5In accordance with the terms of the BCA, each MeadWestvaco stock option outstanding and unexercised immediately prior to the effective time of the Merger was converted automatically into an option to purchase a number of shares of WestRock common stock, rounded down to the nearest whole share, equal to the product determined by multiplying the number of shares of MWV common stock subject to such MWV options immediately prior to the effective time of the Merger by 0.78, at a per-share exercise price, rounded up to the nearest whole cent, equal to the quotient determined by dividing the per-share exercise price of the MWV option by 0.78.
- F6One-third of the underlying MWV option was vested at the time of the Merger. Immediately following the Merger, the unvested portion of the converted option to purchase WestRock common stock has vested in accordance with its terms.
- F7Two-thirds of the underlying MWV option was vested at the time of the merger. Immediately following the Merger, the unvested portion of the converted option has vested in accordance with its terms.
- F8These options are fully exercisable.
- F9At the time of the Merger, the performance conditions with respect to MWV performance-based restricted stock units ("MWV PSUs") were deemed to be earned based on actual performance from January 1, 2015 through the time of the Merger, and the MWV PSUs (and related converted awards as described below), as so earned, have vested immediately following the merger in accordance with their terms subject to defered distribution under 409(A).