SEC Form 4/A · accession 0001636023-15-000161
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).
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
John A Luke Jr.
Director
Period of report
Jul 1, 2015
Accepted (ET)
Nov 12, 2015 · 10:45 am EST
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 Stock | holding | — | — | — | 325,085 | D | ||
| Common Stock | holding | — | — | — | 2,269 | I | By Spouse | |
| Common Stock | holding | — | — | — | 11,197 | I | By Daughter | |
| Common Stock | holding | — | — | — | 7,644 | I | By Daughter | |
| Common Stock | holding | — | — | — | 7,064 | I | By Son | |
| Common Stock | holding | — | — | — | 140,680 | I | In Family Trust | |
| Common Stock | holding | — | — | — | 33,912 | I | In Employee Stock Plan | |
| Common Stock | holding | — | — | — | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF1,F2 | $0.00 | holding | — | — | — | — | — | Common Stock | 92,583 | 92,583 | D |
Explanation of responses
- F1Restricted Stock Units reported were 55,109 and should have been 92,583.
- F2On July 1, 2015, WestRock Company ("WestRock", formerly Rome-Milan Holdings, Inc.), Rock-Tenn Company ("RockTenn") and MeadWestvaco Corporaiton ("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. At 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 deferred distribution under 409(a).