Johnson Veronika 4
4 · SEALED AIR CORP/DE · Filed Apr 9, 2026
Research Summary
AI-generated summary of this filing
Sealed Air (SEE) CAO Veronika Johnson Converts 47,652 Shares in Merger
What Happened
Veronika Johnson, Chief Accounting Officer and Controller of Sealed Air (SEE), had a total of 47,652 shares disposed to the issuer on April 9, 2026 as part of the company’s merger. The Form 4 reports three dispositions (28,087; 4,198; and 15,367 shares) that were cancelled and converted into cash under the merger agreement at a Merger Consideration of $42.15 per share, for an aggregate cash value of approximately $2,008,531.80. This was not an open‑market sale but a conversion of stock/awards into cash under the merger terms.
Key Details
- Transaction date: 2026-04-09 (reported on Form 4 filed 2026-04-09).
- Shares disposed: 28,087 + 4,198 + 15,367 = 47,652 shares.
- Merger consideration: $42.15 per share (per Merger Agreement); total ≈ $2,008,531.80. The Form 4 shows price as N/A because shares were converted under merger terms.
- Shares owned after transaction: Sealed Air common stock was cancelled at the Effective Time and converted to cash rights; reporting person disclaims beneficial ownership except for any pecuniary interest.
- Notable footnotes: (F1) common shares cancelled and converted to $42.15/ share; (F2) RSUs converted into contingent cash rights subject to original RSU terms (vesting, etc.); (F3/F4) notes re: 401(k) plan holdings and disclaimer of beneficial ownership.
- Filing timeliness: Form 4 filed the same day as the report date; no late filing indicated.
Context: These dispositions reflect the corporate merger treatment (conversion to cash) rather than discretionary insider selling. For RSUs, the filing notes conversion to contingent cash rights (subject to vesting and plan terms), so payouts may be adjusted by award terms.
Insider Transaction Report
- Disposition to Issuer
Common Stock
[F1][F2]2026-04-09−28,087→ 0 total - Disposition to Issuer
Common Stock
[F3][F1]2026-04-09−4,198→ 0 total(indirect: By 401(k)) - Disposition to Issuer
Common Stock
[F1][F4]2026-04-09−15,367→ 0 total(indirect: By Spouse)
Footnotes (4)
- [F1]In connection with the terms of an Agreement and Plan of Merger, dated November 16, 2025 (the "Merger Agreement"), by and among the Issuer, Sword Purchaser, LLC ("Sword") and Sword Merger Sub, Inc., a wholly owned subsidiary of Sword ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer surviving (the "Surviving Corporation") as a wholly owned subsidiary of Sword (the "Effective Time"). At the Effective Time, each outstanding share of Common Stock was cancelled and extinguished and automatically converted into the right to receive $42.15 (the "Merger Consideration"), without interest, except as set forth in the Merger Agreement.
- [F2]At the Effective Time, each restricted stock unit ("RSU") outstanding immediately prior to the Effective Time was automatically cancelled and terminated and converted into a contingent right to receive from the Surviving Corporation an amount in cash (without interest) equal to (i) the product of (A) the aggregate number of shares of Common Stock underlying such RSU and (B) the Merger Consideration, plus (ii) any accrued and unpaid dividends or dividend equivalent rights owed with respect to such RSU, with such cash-based award subject to the terms and conditions applicable to the corresponding RSU (including time-based vesting conditions and terms related to the treatment upon termination of employment).
- [F3]Total number of shares of Common Stock held in the name of the reporting person under the Sealed Air Corporation 401(k) and Profit-Sharing Plan as of the Effective Time.
- [F4]Reporting person disclaims beneficial ownership of such shares except to the extent of any pecuniary interest.