SEC Form 4 · accession 0000230498-15-000063

Rock-Tenn CO · RKT

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

Reporting owner

Michael E Kiepura

Officer — President - Consumer Packaging

Period of report

Jul 1, 2015

Accepted (ET)

Jul 2, 2015 · 7:01 pm EDT

Rule 10b5-1 plan

unknown — predates the checkbox

Issuer CIK

0000230498

Table I — non-derivative securities

Security	Date	Code	Shares	Price	A/D	Owned after	D/I
Class A Common Stock	Jul 1, 2015	A	62,960	$61.97	A	287,756	D
Class A Common Stock	Jul 1, 2015	A	44,892	$61.97	A	332,648	D
Class A Common Stock	Jul 1, 2015	F	51,714	$61.97	D	280,934	D
Class A Common Stock^F1,F2,F3	Jul 1, 2015	D	280,934	—	D	0	D

Table II — derivative securities

Security	Conv. / exercise price	Date	Code	Shares	A/D	Exercisable	Expires	Underlying	Underlying shares	D/I
Employee Stock Option (right-to-buy)^F4	$17.975	Jul 1, 2015	D	11,134	D	—	May 10, 2017	Class A Common Stock	11,134	D
Employee Stock Option (right-to-buy)^F4	$14.55	Jul 1, 2015	D	29,332	D	—	Mar 19, 2018	Class A Common Stock	29,332	D
Employee Stock Option (right-to-buy)^F4	$17.88	Jul 1, 2015	D	40,000	D	—	Aug 1, 2018	Class A Common Stock	40,000	D
Employee Stock Option (right-to-buy)^F4	$13.215	Jul 1, 2015	D	44,550	D	—	Mar 18, 2019	Class A Common Stock	44,550	D
Employee Stock Option (right-to-buy)^F4	$21.345	Jul 1, 2015	D	23,000	D	—	Jan 29, 2020	Class A Common Stock	23,000	D
Employee Stock Option (right-to-buy)^F4	$34.325	Jul 1, 2015	D	17,150	D	—	Feb 28, 2021	Class A Common Stock	17,150	D
Employee Stock Option (right-to-buy)^F4	$31.695	Jul 1, 2015	D	25,300	D	—	Feb 1, 2022	Class A Common Stock	25,300	D
Employee Stock Option (right-to-buy)^F5	$39.90	Jul 1, 2015	D	20,180	D	Jan 25, 2013	Jan 25, 2023	Class A Common Stock	20,180	D
Employee Stock Option (right-to-buy)^F4	$50.74	Jul 1, 2015	D	15,670	D	—	Jan 31, 2024	Class A Common Stock	15,670	D
Employee Stock Option (right-to-buy)^F6	$64.90	Jul 1, 2015	D	14,225	D	Mar 8, 2015	Mar 8, 2025	Class A Common Stock	14,225	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),
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."
F4These options are fully exercisable.
F5Options will vest on 01/25/2016.
F6Options will vest on 03/09/2018.