Denise R. Singleton - Jul 5, 2024 Form 4 Insider Report for WestRock Co (WRK)

Role
EVP, General Counsel & Sec.
Signature
Steph W. Bignon (attorney-in-fact pursuant to power of attorney previously filed with the SEC)
Stock symbol
WRK
Transactions as of
Jul 5, 2024
Transactions value $
$0
Form type
4
Date filed
7/8/2024, 04:57 PM
Previous filing
May 6, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction WRK Common Stock Disposed to Issuer -29.9K -100% 0 Jul 5, 2024 Direct F1
transaction WRK Common Stock Disposed to Issuer -45.3K -100% 0 Jul 5, 2024 Direct F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Denise R. Singleton is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Pursuant to the Transaction Agreement, dated as of September 12, 2023, by and among the Issuer, Smurfit Kappa Group plc, Smurfit Westrock plc (formerly known as Smurfit WestRock Limited, "Smurfit Westrock"), and Sun Merger Sub, LLC (the "Transaction Agreement"), at the Merger Effective Time (as defined in the Transaction Agreement), each share of the Issuer's common stock held by the Reporting Person was cancelled and automatically converted into the right to receive, without interest and less applicable withholding taxes, one ordinary share of Smurfit Westrock and $5.00 in cash.
F2 Includes dividend equivalents exempt from Section 16 that were credited since the Reporting Person's most recent Form 4.
F3 Pursuant to the Transaction Agreement, at the Merger Effective Time, each outstanding award of time-based restricted stock units ("RSUs") of the Issuer ("Issuer RSUs") held by the Reporting Person was assumed by Smurfit Westrock and converted into (a) an award of time-based RSUs corresponding to the number of ordinary shares of Smurfit Westrock (rounded down to the nearest whole number of ordinary shares) equal to the number of shares of the Issuer's common stock subject to such Issuer RSUs as of immediately prior to the Merger Effective Time, and (b) an unvested $5 cash award with respect to each such Issuer RSU. Each award in (a) and (b) will be subject to the same terms and conditions (including vesting schedules) as applied to the Issuer RSUs immediately prior to the Merger Effective Time.