Keizer Henry R. 4

What Happened

• Henry R. Keizer, a director of Sealed Air Corp. (SEE), recorded a disposition to the issuer for 43,015 shares on 2026-04-09. The Form 4 lists the transaction price as N/A, but a filing footnote explains that under the Merger Agreement each share was converted into the right to receive $42.15 in cash — a total of $43,015 × $42.15 = $1,813,082.25.
• This was not an open-market sale by the director but a cash-out of shares as part of a merger transaction (disposition to the issuer).

Key Details

• Transaction date: 2026-04-09; conversion price: $42.15 per share; total consideration: ~$1.81M.
• Transaction code: D (disposition to the issuer); price shown as N/A on the table but clarified in footnote.
• Shares owned after transaction: the footnote indicates outstanding shares were cancelled at the Effective Time (no surviving common shares for that holding).
• Notable footnote: The disposition occurred under the Agreement and Plan of Merger dated Nov 16, 2025 — at the Effective Time each outstanding share was cancelled and converted into $42.15 cash.
• Filing timeliness: no late-filing indicator was provided in the summary information.

Context

• This is a merger cash-out rather than a routine insider sale; such dispositions reflect deal terms (company-level liquidity event) rather than the director’s buy/sell decision in the open market.
• For retail investors, merger conversions generally do not signal insider sentiment about future operational prospects in the same way an open-market purchase or voluntary sale might.