SEC Form 4 · accession 0000899243-17-015512
Multi Packaging Solutions International Ltd · MPSX
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Rick B. Smith
Officer — Executive Vice President
Period of report
Jun 6, 2017
Accepted (ET)
Jun 6, 2017 · 4:32 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001645926
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common SharesF1 | Jun 6, 2017 | D | 244,410 | — | D | 0 | D | |
| Common SharesF1 | Jun 6, 2017 | D | 12,580 | — | D | 0 | I | By spouse |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF4,F2,F3 | — | Jun 6, 2017 | D | 14,981 | D | — | — | Common Shares | 14,981 | 0 | D |
| Restricted Stock UnitsF6,F2,F5 | — | Jun 6, 2017 | D | 5,000 | D | — | — | Common Shares | 5,000 | 0 | D |
| Restricted Stock UnitsF8,F2,F7 | — | Jun 6, 2017 | D | 5,000 | D | — | — | Common Shares | 5,000 | 0 | D |
Explanation of responses
- F1Disposed of in exchange for $18.00 per share ("Merger Consideration") pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 23, 2017, by and among the Issuer, WestRock Company ("WestRock") and WRK Merger Sub Limited ("Merger Sub"), pursuant to which Merger Sub was merged with and into the Issuer, with the Issuer surviving such merger (the "Merger").
- F2Each restricted stock unit represented a contingent right to receive one Common Share of the Issuer.
- F3The restricted stock units were to vest in full on June 30, 2019, subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer.
- F4Pursuant to the Merger Agreement, the restricted stock units that were outstanding as of immediately prior to the effective time of the Merger ("MPS RSU") were assumed by WestRock and converted into an award of restricted stock units by WestRock with respect to a number of shares of common stock of WestRock, par value $0.01 per share ("WestRock RSU"), equal to (i) the number of common shares subject to the MPS RSU multiplied by (ii) the Exchange Ratio (as defined below), rounded to the nearest whole share. Each WestRock RSU is subject to the same terms and conditions as were applicable to such MPS RSU. "Exchange Ratio" means a fraction, the numerator of which is the Merger Consideration and the denominator of which is the average of the volume weighted average price per share of WestRock Common Stock on the New York Stock Exchange Inc. on each of the five consecutive trading days ending with the second complete trading day immediately prior to the closing date of the Merger.
- F5The restricted stock units were to vest in three equal annual installments, subject, with limited exceptions, to the Reporting Person's continued employment with the Issuer.
- F6Pursuant to the Merger Agreement, the MPS RSUs were assumed by WestRock and converted into a WestRock RSU, equal to (i) the number of common shares subject to the MPS RSU multiplied by (ii) the Exchange Ratio, rounded to the nearest whole share. Each WestRock RSU is subject to the same terms and conditions as were applicable to such MPS RSU.
- F7The restricted stock units vested on June 6, 2017, the closing date of the Merger, based on the Issuer's satisfaction of certain performance criteria.
- F8Pursuant to the Merger Agreement, the restricted stock units were disposed of in exchange for $18.00 per share multiplied by 150%, the applicable percentage based on certain performance criteria as measured on the closing date of the Merger.