SEC Form 4 · accession 0000230498-15-000085
Rock-Tenn CO · RKT
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ward H. Dickson
Officer — EVP & Chief Financial Officer
Period of report
Jul 1, 2015
Accepted (ET)
Jul 2, 2015 · 7:33 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 | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Class A Common StockF2,F3,F4 | Jul 1, 2015 | D | 27,499 | — | D | 0 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Employee Stock Option (right-to-buy)F5 | $50.75 | Jul 1, 2015 | D | 9,360 | D | — | Jan 31, 2024 | Class A Common Stock | 9,360 | 0 | D |
| Class A Common StockF1 | $64.90 | Jul 1, 2015 | D | 8,145 | D | Mar 9, 2015 | Mar 9, 2025 | Class A Common Stock | 8,145 | 0 | D |
Explanation of responses
- F1Options granted 03/09/2015 and will vest on 03/09/2018.
- F2"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),
- F3either (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").
- F4Equity-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."
- F5These options are fully exercisable.