SEC Form 4 · accession 0001636023-18-000151
WRKCo Inc. · WRK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
John A Luke Jr.
Director
Period of report
Nov 2, 2018
Accepted (ET)
Nov 6, 2018 · 8:30 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 StockF1,F2 | Nov 2, 2018 | D | 497,443 | — | D | 0 | D | |
| Common StockF1,F2 | Nov 2, 2018 | D | 2,269 | — | D | 0 | I | By Spouse |
| Common StockF1,F2 | Nov 2, 2018 | D | 140,680 | — | D | 0 | I | In Trust |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock option - right to buyF1,F2,F3 | $23.65 | Nov 2, 2018 | D | 214,392 | D | — | Feb 22, 2020 | Commonn Stock | 214,392 | 0 | D |
| Stock option - right to buyF1,F2,F3 | $23.65 | Nov 2, 2018 | D | 12,241 | D | — | Feb 22, 2020 | Common Stock | 12,241 | 0 | D |
| Stock option - right to buyF1,F2,F3 | $29.14 | Nov 2, 2018 | D | 188,659 | D | — | Feb 28, 2021 | Common Stock | 188,659 | 0 | D |
| Stock option - right to buyF1,F2,F3 | $31.30 | Nov 2, 2018 | D | 261,165 | D | — | Jun 25, 2022 | Common Stock | 261,165 | 0 | D |
| Stock option - right to buyF1,F2,F3 | $38.44 | Nov 2, 2018 | D | 143,988 | D | — | Feb 25, 2023 | Common Stock | 143,988 | 0 | D |
| Stock option - right to buyF1,F2,F3 | $41.11 | Nov 2, 2018 | D | 127,808 | D | — | Feb 24, 2024 | Common Stock | 127,808 | 0 | D |
| Stock option - right to buyF1,F2,F3 | $62.71 | Nov 2, 2018 | D | 87,075 | D | — | Jul 1, 2025 | Common Stock | 87,075 | 0 | D |
Explanation of responses
- F1On November 2, 2018, pursuant to the terms of the Agreement and Plan of Merger, dated as of January 28, 2018, by and among WRKCo Inc. (formerly known as WestRock Company), KapStone Paper and Packaging Corporation ("KapStone), WestRock Company (formerly known as Whiskey Holdco, Inc.) (the "Company"), Whiskey Merger Sub, Inc. and Kola Merger Sub Inc., (i) Whiskey Merger Sub, Inc. merged with and into WRKCo Inc., with WRKCo Inc. surviving such merger as a wholly owned subsidiary of the Company and (ii) Kola Merger Sub, Inc. merged with and into KapStone with KapStone surviving such merger as a wholly owned subsidiary of the Company (such mergers, together, the "Mergers").
- F2In connection with the Mergers, each share of common stock issued and outstanding immediately prior to the consummation of the Mergers, converted into one share of the Company's common stock, in the case of restricted shares, subject to the same terms and conditions as were applicable to such shares immediately prior to the consummation of the Mergers.
- F3Upon the consummation of the Mergers, stock options with respect to WRKCo Inc. common stock that were outstanding immediately prior to the consummation of the Mergers were converted into stock options in respect of the Company's common stock, subject to the same terms and conditions (including the exercise price and applicable vesting requirements, if any) as were applicable to such stock options immediately prior to the consummation of the Mergers.