4//SEC Filing
Ingraham Kathryn D. 4
Accession 0001104659-18-066403
CIK 0001325281other
Filed
Nov 5, 7:00 PM ET
Accepted
Nov 6, 8:06 PM ET
Size
15.5 KB
Accession
0001104659-18-066403
Insider Transaction Report
Form 4
Ingraham Kathryn D.
VP, Secy & Gen Counsel
Transactions
- Disposition to Issuer
Common Stock
2018-11-02−11,626→ 0 total - Disposition to Issuer
Stock Option (Right to Buy)
2018-11-02−7,494→ 0 totalExercise: $27.44Exp: 2025-05-19→ Common Stock (7,494 underlying) - Disposition to Issuer
Common Stock
2018-11-02−2,444→ 11,626 total - Disposition to Issuer
Stock Option (Right to Buy)
2018-11-02−8,267→ 0 totalExercise: $22.20Exp: 2027-03-07→ Common Stock (8,267 underlying) - Disposition to Issuer
Stock Option (Right to Buy)
2018-11-02−13,809→ 0 totalExercise: $12.72Exp: 2026-03-18→ Common Stock (13,809 underlying)
Footnotes (6)
- [F1]Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 28, 2018 among WRK Co Inc., a Delaware corporation (formerly known as WestRock Company), KapStone Paper and Packaging Corporation, a Delaware corporation ("KapStone" or the "Company"), WestRock Company (formerly known as Whiskey Holdco, Inc.), a Delaware corporation ("Holdco"), Whiskey Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdco, and Kola Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdco ("Merger Sub"), effective as of the effective time of the merger of Merger Sub with and into the Company (the "Merger"), these shares of Company common stock, par value $0.0001 per share, were converted into the right to receive, at the election of the stockholder, (i) $35.00 in cash, without interest thereon or (ii) 0.4981 shares of Holdco common stock.
- [F2]Pursuant to the Merger Agreement, each KapStone restricted stock unit award was converted at the effective time of the Merger into a Holdco restricted stock unit award, generally on the same terms and conditions as were applicable to such KapStone restricted stock unit award immediately prior to the effective time of the Merger, relating to the number of Holdco shares (rounded to the nearest whole share) determined by multiplying the number of KapStone shares subject to the KapStone restricted stock unit award by the Equity Award Exchange Ratio (as defined in the Merger Agreement).
- [F3]The options vested 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date. They were granted on May 19, 2015.
- [F4]Pursuant to the Merger Agreement, these options to purchase KapStone shares converted at the effective time of the Merger into an option to purchase, generally on the same terms and conditions as were applicable to such KapStone option immediately prior to the effective time of the Merger, a number of Holdco shares (rounded down to the nearest whole share) determined by multiplying the number of KapStone shares subject to the KapStone option by the Equity Award Exchange Ratio (as defined in the Merger Agreement), at an exercise price per share (rounded up to the nearest whole cent) determined by dividing the per-share exercise price of the KapStone option by the Equity Award Exchange Ratio.
- [F5]The options vested 50% on the second anniversary of the grant date and the remaining 50% were scheduled to vest on the third anniversary of the grant date. They were granted on March 18, 2016.
- [F6]The options were scheduled to vest 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date. They were granted on March 7, 2017.
Documents
Issuer
KAPSTONE PAPER & PACKAGING CORP
CIK 0001325281
Entity typeother
Related Parties
1- filerCIK 0001598319
Filing Metadata
- Form type
- 4
- Filed
- Nov 5, 7:00 PM ET
- Accepted
- Nov 6, 8:06 PM ET
- Size
- 15.5 KB