HF Direct Investments Pool, LLC - Feb 15, 2024 Form 4 Insider Report for Westrock Coffee Co (WEST)

Role: 10%+ Owner
Signature: s/ Todd B. Skelton, by Power of Attorney, for HF Direct Investments Pool, LLC
Stock symbol: WEST
Transactions as of: Feb 15, 2024
Transactions value $: $25,000,000
Form type: 4
Date filed: 2/21/2024, 04:05 PM
Previous filing: Aug 9, 2023
Next filing: Jul 10, 2024

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	WEST	5% Convertible Notes due 2029	Purchase	$25M				$25M	Feb 15, 2024	Common Stock	$25M		Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Holders of the issuer's 5% convertible notes due 2029 (the "convertible notes") may voluntarily convert their convertible notes in denominations of $1,000 (i) during the period commencing on August 15, 2024, and prior to the close of business on the trading day immediately preceding August 15, 2028, if the closing price of the issuer's common stock for at least 20 trading days (whether or not consecutive) during the period of any 30 consecutive trading days in the immediately preceding calendar quarter is equal to or greater than 130% of the conversion price; (ii) during the period commencing on August 15, 2028, and prior to the close of business on the second scheduled trading day immediately preceding February 15, 2029, at any time; and (iii) during the 35 trading days following the effective date of certain fundamental change transactions that occur prior to the close of business on the trading day immediately preceding August 15, 2028.
F2	Conversions of the convertible notes will be settled, at the issuer's election, in cash, shares of the issuer's common stock or a combination thereof. The initial conversion price of the convertible notes is $12.84, which corresponds to an initial conversion rate of 77.88 shares of issuer common stock per $1,000 principal amount of convertible notes. The conversion price and conversion rate are subject to customary adjustments and the issuer may not issue more than 19.99% of the issued and outstanding common stock immediately prior to the issuance of the convertible notes in respect of the conversion of the convertible notes.

Content

Holders of the issuer's 5% convertible notes due 2029 (the "convertible notes") may voluntarily convert their convertible notes in denominations of $1,000 (i) during the period commencing on August 15, 2024, and prior to the close of business on the trading day immediately preceding August 15, 2028, if the closing price of the issuer's common stock for at least 20 trading days (whether or not consecutive) during the period of any 30 consecutive trading days in the immediately preceding calendar quarter is equal to or greater than 130% of the conversion price; (ii) during the period commencing on August 15, 2028, and prior to the close of business on the second scheduled trading day immediately preceding February 15, 2029, at any time; and (iii) during the 35 trading days following the effective date of certain fundamental change transactions that occur prior to the close of business on the trading day immediately preceding August 15, 2028.

Conversions of the convertible notes will be settled, at the issuer's election, in cash, shares of the issuer's common stock or a combination thereof. The initial conversion price of the convertible notes is $12.84, which corresponds to an initial conversion rate of 77.88 shares of issuer common stock per $1,000 principal amount of convertible notes. The conversion price and conversion rate are subject to customary adjustments and the issuer may not issue more than 19.99% of the issued and outstanding common stock immediately prior to the issuance of the convertible notes in respect of the conversion of the convertible notes.