SEC Form 4 · accession 0001732845-18-000011
WestRock Co · WRK
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ward H. Dickson
Officer — EVP & Chief Financial Officer
Period of report
Nov 2, 2018
Accepted (ET)
Nov 6, 2018 · 8:56 am EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001732845
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 | A | 75,507 | — | A | 75,507 | D |
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 buyF3 | $45.32 | Nov 2, 2018 | A | 10,480 | A | Jan 31, 2014 | Jan 31, 2024 | Common Stock | 10,480 | 10,480 | D |
| Stock option - right to buyF3 | $57.97 | Nov 2, 2018 | A | 1,514 | A | Mar 9, 2015 | Jan 30, 2025 | Common Stock | 1,514 | 1,514 | D |
| Stock option - right to buyF3 | $56.05 | Nov 2, 2018 | A | 11,874 | A | Aug 5, 2015 | Jan 30, 2025 | Common Stock | 11,874 | 11,874 | D |
| Stock option - right to buyF3 | $29.80 | Nov 2, 2018 | A | 36,922 | A | Feb 2, 2016 | Feb 2, 2026 | Common Stock | 36,922 | 36,922 | 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.) ("WestRock"), 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 WestRock and (ii) Kola Merger Sub, Inc. merged with and into KapStone with KapStone surviving such merger as a wholly owned subsidiary of WestRock (such mergers, together, the "Mergers").
- F2Represents shares of WestRock common stock acquired in connection with the Mergers in exchange for shares of WRKCo Inc. common stock on a one-for-one basis and, in the case of restricted stock, subject to the same terms and conditions as were applicable to such shares immediately prior to the consummation of the Mergers.
- F3Represents WestRock stock options (i) acquired in connection with the Mergers in exchange for WRKCo Inc. stock options on a one-for-one basis and (ii) subject to the same terms and conditions (including the exercise price and applicable vesting requirements, if any) as were applicable applied to such stock options immediately prior to the consummation of the Mergers.