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4//SEC Filing

Meyers Antionette 4

Accession 0001104659-18-066440

CIK 0001325281other

Filed

Nov 5, 7:00 PM ET

Accepted

Nov 6, 9:58 PM ET

Size

22.4 KB

Accession

0001104659-18-066440

Insider Transaction Report

Form 4
Period: 2018-11-02
Meyers Antionette
VP Cntbd Krft Papr Sales Mktg
Transactions
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2018-11-026,6100 total
    Exercise: $13.82Exp: 2023-03-06Common Stock (6,610 underlying)
  • Disposition to Issuer

    Common Stock

    2018-11-0210,5820 total
  • Disposition to Issuer

    Common Stock

    2018-11-0213,0350 total
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2018-11-027,8600 total
    Exercise: $8.88Exp: 2022-03-07Common Stock (7,860 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2018-11-0216,5150 total
    Exercise: $12.72Exp: 2026-03-18Common Stock (16,515 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2018-11-027,4250 total
    Exercise: $30.41Exp: 2024-03-12Common Stock (7,425 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2018-11-027,6380 total
    Exercise: $31.89Exp: 2025-03-26Common Stock (7,638 underlying)
  • Disposition to Issuer

    Stock Option (Right to Buy)

    2018-11-029,8870 total
    Exercise: $22.20Exp: 2027-03-07Common Stock (9,887 underlying)
Footnotes (9)
  • [F1]Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 28, 2018 among WRKCo Inc., a Delaware corporation (formerly known as WestRock Company), KapStone Paper and Packaging Corporation, a Delaware corporation ("KapStone" or the "Company"), WestRock Company, a Delaware corporation (formerly known as Whiskey Holdco, Inc.), 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, 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. The options were granted on 3/7/12.
  • [F4]The options vested 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date. The options were granted on 3/6/13.
  • [F5]The options vested 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date. The options were granted on 3/12/14.
  • [F6]The options vested 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date. The options were granted on 3/26/15.
  • [F7]The options vested 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date. The options were granted on 3/18/16.
  • [F8]The options vested 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date. The options were granted on 3/7/17.
  • [F9]Pursuant to the Merger Agreement, these options to purchase KapStone shares converted at the effective time of the Merger into an option to purchase, 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.

Documents

1 file

Issuer

KAPSTONE PAPER & PACKAGING CORP

CIK 0001325281

Entity typeother

Related Parties

1
  • filerCIK 0001625277

Filing Metadata

Form type
4
Filed
Nov 5, 7:00 PM ET
Accepted
Nov 6, 9:58 PM ET
Size
22.4 KB