4//SEC Filing
WestRock Co 4
Accession 0001636023-15-000088
CIK 0001636023operating
Filed
Jul 5, 8:00 PM ET
Accepted
Jul 6, 5:11 PM ET
Size
9.3 KB
Accession
0001636023-15-000088
Insider Transaction Report
Form 4
WestRock CoWRK
CAMPBELL MICHAEL E
Director
Transactions
- Award
Phantom Stock Units
2015-07-01+38,859.6→ 38,859.6 total→ Common Stock (38,859.6 underlying) - Award
Common Stock
2015-07-01+1,244→ 1,244 total
Footnotes (5)
- [F1]"On July 1, 2015, WestRock Company ("WestRock", formerly Rome-Milan Holdings, Inc.), Rock-Tenn Company ("RockTenn") and MeadWestvaco Corporation ("MWV") consummated a business combination transaction (the "Combination"), as a result of which RockTenn and MWV each became a direct wholly owned subsidiary of WestRock. Pursuant to the terms of the Second Amended and Restated Business Combination Agreement, dated as of April 17, 2015 and amended as of May 5, 2015, by and among WestRock, RockTenn, MWV, Rome Merger Sub, Inc. and Milan Merger Sub, LLC, (i) each share of RockTenn Class A common stock issued and outstanding immediately prior to the effective time of the Combination was cancelled and converted into the right to receive, at the election of the RockTenn shareholder (but subject to certain proration procedures),
- [F2]either (A) one share of WestRock common stock or (B) cash in an amount equal to the volume weighted average price per share of RockTenn common stock on the New York Stock Exchange for the consecutive period over the five trading days immediately preceding (but not including) the third trading day prior to the effective time of the Combination, and (ii) each share of MWV common stock issued and outstanding immediately prior to the effective time of the Combination was cancelled and converted into the right to receive 0.78 shares of WestRock common stock (the "MWV Exchange Ratio").
- [F3]Equity-based awards granted pursuant to RockTenn plans and MWV plans that were outstanding immediately prior to the effective time of the Combination were converted into corresponding awards in respect of WestRock common stock at the effective time of the Combination, subject to the same terms and conditions (including applicable vesting requirements) as were applicable to such awards prior to the consummation of the Combination; provided, that equity-based awards granted pursuant to MWV plans were adjusted to reflect the MWV Exchange Ratio."
- [F4]The phantom stock converts into common stock on a one-for-one basis and is payable in common stock upon the reporting person's termination of service as a Director.
- [F5]Total includes dividends accumulated through June 30, 2015.
Documents
Issuer
WestRock Co
CIK 0001636023
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001636023
Filing Metadata
- Form type
- 4
- Filed
- Jul 5, 8:00 PM ET
- Accepted
- Jul 6, 5:11 PM ET
- Size
- 9.3 KB