4//SEC Filing
STURDIVANT DONALD W 4
Accession 0001179110-03-005478
CIK 0000886239other
Filed
Aug 11, 8:00 PM ET
Accepted
Aug 12, 8:01 PM ET
Size
12.6 KB
Accession
0001179110-03-005478
Insider Transaction Report
Form 4
STURDIVANT DONALD W
Senior VP, Universal Packaging
Transactions
- Award
Restricted Stock Unit (Right to Receive)
2003-08-08+242,131→ 242,131 totalExercise: $0.00From: 2006-08-08Exp: 1988-08-08→ Common Stock (242,131 underlying) - Award
Common Stock
2003-08-08+875→ 875 total - Award
Common Stock
2003-08-08+2,851→ 2,851 total(indirect: See footnote) - Award
Stock Options (Right to Buy)
2003-08-08+200,000→ 200,000 totalExercise: $1.56From: 2003-08-08Exp: 2010-11-29→ Common Stock (200,000 underlying) - Award
Stock Options (Right to Buy)
2003-08-08+82,765→ 82,765 totalExercise: $6.83From: 2003-08-08Exp: 2009-08-31→ Common Stock (82,765 underlying)
Footnotes (8)
- [F1]By 401(k) Plan.
- [F2]Received in exchange for the same number of shares of common stock Graphic Packaging International Corporation in connection with the merger of Graphic Packaging International Corpoation into Riverwood Acquisition Sub LLC pursuant to the Agreement and Plan of Merger, dated March 25, 2003 among Riverwood Holding, Inc. (now Graphic Packaging Corporation, the Issuer), Riverwood Acquisition Sub LLC and Graphic Packaging International Corporation (the Merger Agreement) (the Merger). The reporting person also canceled 242,131 shares of restricted stock of Graphic Packaging International Corporation and received 242,131 restricted units listed on Table II. On the effective date of the Merger (the Effective Date), the closing price of the common stock of Graphic Packaging International Corporation was $3.99 and the closing pric of the common stock of Graphic Packaging Corporation was $3.99. The two companies trade under the same symbol.
- [F3]The reporting person may exercise these options at the exercise price listed in column 2 until the expiration date listed in column 6. Alternatively, pursuant to the terms of the Third Amended and Restated Employment Agreement entered into by Graphic Packaging International Corporation, any company controlled by, controlling, or under common control with the Company ("Affiliated Companies") and the reporting person (the "Employment Agreement") within 30 days of August 8, 2003, the reporting person may elect to cancel them and receive (i) new options that are exercisable until August 8, 2013 or (ii) for a cash payment of the amount of the spread between the then fair market value of the relevant shares subject to option and the exercise price of the option, measured as of August 8, 2003.
- [F4]All options are vested and immediately exercisable.
- [F5]Pursuant to the terms of (i) the Employment Agreement and (ii) the Merger Agreement, these options were received in the merger in exchange for options to purchase the same number of shares of Graphic Packaging International Corporation. These new options have the same terms (including exercise price) as the surrendered options except that (i) any options that remained unvested immediately prior to the Merger were replaced with vested options and (ii) the other differences set forth in footnote 3.
- [F6]The restricted units vest in three equal annual installments, beginning on 8/8/04, subject to the reporting person's continued employment with the Issuer and subject to accelerated vesting in the event of a change in control or certain terminations. The shares of common stock deliverable in respect of the restricted units are not delivered until all such restricted units have vested, on this date, or earlier if such vesting results from a change in control or a certain termination.
- [F7]Shares of common stock will be delivered in respect of restricted units as described in footnote 6.
- [F8]Granted upon cancellation of 242,131 shares of restricted stock of Graphic Packaging International Corporation pursuant to the Employment Agreement and in connection with the Merger, as described in footnote 2.
Documents
Issuer
GRAPHIC PACKAGING CORP
CIK 0000886239
Entity typeother
Related Parties
1- filerCIK 0001257982
Filing Metadata
- Form type
- 4
- Filed
- Aug 11, 8:00 PM ET
- Accepted
- Aug 12, 8:01 PM ET
- Size
- 12.6 KB