4//SEC Filing
Lorenzatto Jairo 4
Accession 0001104659-24-078732
CIK 0002005951other
Filed
Jul 8, 8:00 PM ET
Accepted
Jul 9, 9:53 PM ET
Size
8.4 KB
Accession
0001104659-24-078732
Insider Transaction Report
Form 4
Lorenzatto Jairo
See Remarks
Transactions
- Award
Ordinary Shares
2024-07-05+17,917→ 19,524 total - Award
Ordinary Shares
2024-07-05+1,607→ 1,607 total
Footnotes (3)
- [F1]Pursuant to the Transaction Agreement, dated as of September 12, 2023 (the "Transaction Agreement"), by and among Smurfit Kappa Group plc, Smurfit WestRock plc (formerly Smurfit WestRock Limited and prior to that known as Cepheidway Limited, "Smurfit WestRock"), Sun Merger Sub, LLC ("Merger Sub") and WestRock Company ("WestRock"), on July 5, 2024, Merger Sub merged with and into WestRock (the "Merger"). Pursuant to the Merger, each share of WestRock common stock ("WestRock Common Stock") held by the Reporting Person was converted into the right to receive one ordinary share of Smurfit WestRock, par value $0.001 per share (each a "Smurfit WestRock Share"), plus $5.00 in cash (the "Merger Consideration") at the effective time of the Merger (the "Merger Effective Time").
- [F2]Pursuant to the Transaction Agreement, at the Merger Effective Time, each restricted stock unit award in respect of shares of WestRock Common Stock that was held by the Reporting Person was converted into (a) a restricted stock unit award in respect of Smurfit WestRock Shares, covering the same number of shares as covered by such WestRock restricted stock unit award as of immediately prior to the Merger Effective Time, and
- [F3](b) a restricted cash award equal to the product of $5.00 multiplied by the number of shares covered by such WestRock restricted stock unit award as of immediately prior to the Merger Effective Time, in the case of each of clauses (a) and (b), with the number of shares underlying the WestRock restricted stock unit immediately prior to the Merger Effective Time determined by deeming any applicable performance goals to be achieved in accordance with the terms and conditions of the Transaction Agreement and with the converted awards otherwise subject to the same terms and conditions (excluding performance goals) as applied to such WestRock restricted stock unit award as of immediately prior to the Merger Effective Time.
Documents
Issuer
Smurfit WestRock plc
CIK 0002005951
Entity typeother
Related Parties
1- filerCIK 0002029426
Filing Metadata
- Form type
- 4
- Filed
- Jul 8, 8:00 PM ET
- Accepted
- Jul 9, 9:53 PM ET
- Size
- 8.4 KB