| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | VRS | Common Stock | Award | $0 | +29.9K | +26.87% | $0.00 | 141K | Feb 12, 2022 | Direct | F1, F2, F3, F4 |
| Id | Content |
|---|---|
| F1 | Consists of 29,906 stock units. Each stock unit represents the right, subject to vesting, to receive one share of common stock. The stock units will vest as follows: (i) 33% on January 1, 2023; (ii) 33% on January 1, 2024; and (iii) 34% on January 1, 2025. The reported stock units do not include 44,860 stock units that will vest if certain performance objectives established by the issuer have been met as measured over the three-year period from January 1, 2022 to December 31, 2024. Pursuant to that certain Agreement and Plan of Merger, dated as of December 19, 2021, by and among the Verso Corporation, BillerudKorsnas Inc., West Acquisition Merger Sub Inc. and, solely for purposes of certain sections thereof, BillerudKorsnas AB (the "Merger Agreement"), |
| F2 | (Continued from Footnote 1) at the effective time of the transactions described in the Merger Agreement, the grant of 29,906 reported stock units and the grant of 44,860 stock units that are subject to performance-based vesting will, in each case, be converted into a cash-based award with a dollar value equal to one-third of the product of (a) $27.00, multiplied by (b) the number of shares of common stock that would have been issuable under the stock units in respect of which the cash-based award is issued (and, in the case of stock units that are subject to performance-based vesting, with performance criteria deemed achieved at the target level of performance), and including, for the avoidance of doubt, any dividend equivalents credited in respect of such stock units (the "Converted Cash-Based Award"), |
| F3 | (Continued from Footnote 2) with such Converted Cash-Based Award vesting in full on December 31, 2022, subject to the holder's continued employment on such date. However, in the event that the holder's employment is terminated without "cause," due to the holder's death or "disability" or due to the holder's resignation for "good reason," in each case, prior to December 31, 2022, the Converted Cash-Based Award will continue to be payable on such date notwithstanding such earlier termination. |
| F4 | Consists of: (i) the 29,906 stock units described in footnote (1); (ii) 47,672 shares of common stock; (iii) 53,586.87 stock units vesting in two substantially equal annual installments beginning on January 1, 2023; and (iv) 10,056.47 vested stock units that will become deliverable after the first to occur of (a) the date on which the Reporting Person ceases to provide services to Verso Corporation as a director, or (b) the date on which a Change in Control (as defined) occurs. |