Home/Filings/4/0000230498-15-000087
4//SEC Filing

Rock-Tenn CO 4

Accession 0000230498-15-000087

CIK 0000230498operating

Filed

Jul 1, 8:00 PM ET

Accepted

Jul 2, 7:35 PM ET

Size

19.8 KB

Accession

0000230498-15-000087

Insider Transaction Report

Form 4
Period: 2015-07-01
Meadows Arnold Stephen
Chief Accounting Officer
Transactions
  • Disposition to Issuer

    Employee Stock Option (right-to-buy)

    2015-07-015000 total
    Exercise: $31.03Exp: 2021-07-20Class A Common Stock (500 underlying)
  • Disposition to Issuer

    Employee Stock Option (right-to-buy)

    2015-07-012,8400 total
    Exercise: $50.74Exp: 2024-01-31Class A Common Stock (2,840 underlying)
  • Disposition to Issuer

    Employee Stock Option (right-to-buy)

    2015-07-012,8000 total
    Exercise: $34.33Exp: 2021-02-28Class A Common Stock (2,800 underlying)
  • Disposition to Issuer

    Class A Common Stock

    2015-07-0172,46472,464 total
  • Disposition to Issuer

    Employee Stock Option (right-to-buy)

    2015-07-014,6500 total
    Exercise: $31.70Exp: 2022-02-01Class A Common Stock (4,650 underlying)
  • Disposition to Issuer

    Employee Stock Option (right-to-buy)

    2015-07-013,6400 total
    Exercise: $39.90From: 2013-01-25Exp: 2023-01-25Class A Common Stock (3,640 underlying)
  • Disposition to Issuer

    Employee Stock Option (right-to-buy)

    2015-07-012,4600 total
    Exercise: $64.90From: 2015-03-09Exp: 2025-03-09Class A Common Stock (2,460 underlying)
Footnotes (6)
  • [F1]Options granted on 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),
  • [F3]either (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").
  • [F4]Equity-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."
  • [F5]These options are fully exercisable.
  • [F6]Options will vest on 01/25/2016.

Issuer

Rock-Tenn CO

CIK 0000230498

Entity typeoperating
IncorporatedGA

Related Parties

1
  • filerCIK 0000230498

Filing Metadata

Form type
4
Filed
Jul 1, 8:00 PM ET
Accepted
Jul 2, 7:35 PM ET
Size
19.8 KB