| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | WRK | Common Stock | Disposed to Issuer | -103K | -100% | 0 | Jul 5, 2024 | Direct | F1, F2 | ||
| transaction | WRK | Common Stock | Disposed to Issuer | -25.8K | -100% | 0 | Jul 5, 2024 | Direct | F1, F3 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | WRK | Employee option (right to buy) | Disposed to Issuer | -7.01K | -100% | 0 | Jul 5, 2024 | Common Stock | 7.01K | $56.05 | Direct | F4, F5 | ||
| transaction | WRK | Employee option (right to buy) | Disposed to Issuer | -1.15K | -100% | 0 | Jul 5, 2024 | Common Stock | 1.15K | $57.97 | Direct | F4, F5 |
Thomas Stigers is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | Includes dividend reinvestments or dividend equivalents, as applicable, exempt from Section 16 that were credited since the Reporting Person's most recent Form 4. |
| F2 | 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. |
| 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. |
| F4 | Pursuant to the Transaction Agreement, at the Merger Effective Time, each option to purchase shares of Issuer common stock ("Issuer Option") held by the Reporting Person was assumed by Smurfit Westrock and converted into an option ("Smurfit Westrock Option") to acquire (a) that number of whole ordinary shares of Smurfit Westrock (rounded down to the nearest whole number of ordinary shares) equal to the product obtained by multiplying (i) the number of shares of Issuer common stock subject to such Issuer Option by (ii) the Equity Award Exchange Ratio (as defined in the Transaction Agreement), (b) at an exercise price per ordinary share of Smurfit Westrock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (i) the exercise price per share of Issuer common stock subject to such Issuer Option by (ii) the Equity Award Exchange Ratio. |
| F5 | Each Smurfit Westrock Option will continue to have, and be subject to, the same terms and conditions as applied to the corresponding Issuer Option immediately prior to the Merger Effective Time. |