Dmitri L. Stockton - Jul 5, 2024 Form 4 Insider Report for Smurfit WestRock plc (SW)

Role: Director
Signature: /s/ Ciara O'Riordan, attorney-in-fact for Dmitri L. Stockton
Stock symbol: SW
Transactions as of: Jul 5, 2024
Transactions value $: $0
Form type: 4
Date filed: 7/9/2024, 09:50 PM
Previous filing: May 7, 2024
Next filing: Sep 20, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	SW	Ordinary Shares	Award		+6.82K			6.82K	Jul 5, 2024	Direct	F1
transaction	SW	Ordinary Shares	Award		+4.19K	+61.45%		11K	Jul 5, 2024	Direct	F2

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

Explanation of Responses:

Id	Content
F1	Pursuant to the Transaction Agreement, dated as of September 12, 2023 (the "Transaction Agreement"), by and among Smurfit Kappa Group plc, Smurfit WestRock plc (formerly Smurfit WestRock Limited and prior to that known as Cepheidway Limited, "Smurfit WestRock"), Sun Merger Sub, LLC ("Merger Sub") and WestRock Company ("WestRock"), on July 5, 2024, Merger Sub merged with and into WestRock (the "Merger"). Pursuant to the Merger, each share of WestRock common stock ("WestRock Common Stock") held by the Reporting Person was converted into the right to receive one ordinary share of Smurfit WestRock, par value $0.001 per share (each a "Smurfit WestRock Share"), plus $5.00 in cash (the "Merger Consideration") at the effective time of the Merger (the "Merger Effective Time").
F2	Pursuant to the Transaction Agreement, at the Merger Effective Time, each restricted stock unit award in respect of shares of WestRock Common Stock held by the Reporting Person became fully vested and entitled to receive the Merger Consideration (subject to any deferred payment or settlement as required by Section 409A of the Code).

Content

Pursuant to the Transaction Agreement, dated as of September 12, 2023 (the "Transaction Agreement"), by and among Smurfit Kappa Group plc, Smurfit WestRock plc (formerly Smurfit WestRock Limited and prior to that known as Cepheidway Limited, "Smurfit WestRock"), Sun Merger Sub, LLC ("Merger Sub") and WestRock Company ("WestRock"), on July 5, 2024, Merger Sub merged with and into WestRock (the "Merger"). Pursuant to the Merger, each share of WestRock common stock ("WestRock Common Stock") held by the Reporting Person was converted into the right to receive one ordinary share of Smurfit WestRock, par value $0.001 per share (each a "Smurfit WestRock Share"), plus $5.00 in cash (the "Merger Consideration") at the effective time of the Merger (the "Merger Effective Time").

Pursuant to the Transaction Agreement, at the Merger Effective Time, each restricted stock unit award in respect of shares of WestRock Common Stock held by the Reporting Person became fully vested and entitled to receive the Merger Consideration (subject to any deferred payment or settlement as required by Section 409A of the Code).