4//SEC Filing
BAHASH ROBERT J 4
Accession 0001127602-18-032322
CIK 0001325281other
Filed
Nov 5, 7:00 PM ET
Accepted
Nov 6, 7:42 PM ET
Size
10.5 KB
Accession
0001127602-18-032322
Insider Transaction Report
Form 4
BAHASH ROBERT J
Director
Transactions
- Disposition to Issuer
Stock Option (Right to Buy)
2018-11-02−4,558→ 0 totalExercise: $12.72Exp: 2026-03-18→ Common Stock (4,558 underlying) - Disposition to Issuer
Common Stock
2018-11-02−44,626→ 0 total - Disposition to Issuer
Common Stock
2018-11-02−2,833→ 44,626 total
Footnotes (4)
- [F1]Pursuant to the Merger Agreement, these KapStone restricted stock unit awards became fully vested at the effective time of the Merger in accordance with the terms of the Merger Agreement and exchanged for the right to receive a restricted stock unit award of Holdco 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).
- [F2]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.
- [F3]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.
- [F4]Pursuant to the Merger Agreement, these options to purchase KapStone shares became fully vested at the effective time of the Merger in accordance with the terms of the Merger Agreement and exchanged for the right to receive 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.
Documents
Issuer
KAPSTONE PAPER & PACKAGING CORP
CIK 0001325281
Entity typeother
Related Parties
1- filerCIK 0001189448
Filing Metadata
- Form type
- 4
- Filed
- Nov 5, 7:00 PM ET
- Accepted
- Nov 6, 7:42 PM ET
- Size
- 10.5 KB