L. Urey - Nov 4, 2024 Form 4 Insider Report for Magnera Corp (MAGN)

Signature
/s/ Laura A. Jones, attorney-in-fact for Jill Urey
Stock symbol
MAGN
Transactions as of
Nov 4, 2024
Transactions value $
$14,651
Form type
4
Date filed
11/6/2024, 08:58 PM
Previous filing
Mar 1, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction MAGN Common Stock, Par Value $.01 Award $2.13K +101 +10.99% $21.05 1.02K Nov 4, 2024 Direct F1
transaction MAGN Common Stock, Par Value $.01 Tax liability -$632 -30 -2.94% $21.05 990 Nov 4, 2024 Direct F2
transaction MAGN Common Stock, Par Value $.01 Award $18.3K +870 +87.88% $21.05 1.86K Nov 4, 2024 Direct F3
transaction MAGN Common Stock, Par Value $.01 Tax liability -$5.16K -245 -13.17% $21.05 1.62K Nov 4, 2024 Direct F2, F4
holding MAGN Common Stock, Par Value $.01 32 Nov 4, 2024 Held in 401(K) Plan

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 MAGN Restricted Stock Units Award $0 +4.75K $0.00 4.75K Nov 4, 2024 Common Stock, Par Value $.01 4.75K Direct F5, F6
transaction MAGN Restricted Stock Units Award $0 +9.5K $0.00 9.5K Nov 4, 2024 Common Stock, Par Value $.01 9.5K Direct F5, F7
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 These shares were received in settlement of a Performance Share Award granted on February 18, 2022. In connection with a series of transactions pursuant to which a wholly-owned subsidiary of the Issuer combined with Berry Global Group Inc.'s global nonwovens and hygiene films business in a Reverse Morris Trust transaction (collectively, the "Transactions"), outstanding performance stock awards ("PSAs") held by executive officers of the Issuer that were outstanding immediately prior to the Transactions vested upon the closing of the Transactions, and, as a result, were deemed to be earned and vested at (i) actual performance for completed performance periods, and (ii) target performance through the date of the Transactions for incomplete performance periods.
F2 These shares are being withheld to satisfy tax obligations.
F3 These shares were received in settlement of a Performance Share Award granted on February 24, 2023. In connection with a series of transactions pursuant to which a wholly-owned subsidiary of the Issuer combined with Berry Global Group Inc.'s global nonwovens and hygiene films business in a Reverse Morris Trust transaction (collectively, the "Transactions"), outstanding performance stock awards ("PSAs") held by executive officers of the Issuer that were outstanding immediately prior to the Transactions vested upon the closing of the Transactions, and, as a result, were deemed to be earned and vested at (i) actual performance for completed performance periods, and (ii) target performance through the date of the Transactions for incomplete performance periods.
F4 Represents shares of Magnera Corporation (formerly Glatfelter Corporation, "the Issuer") common stock, par value $0.01 per share, after giving effect to a 1-for-13 reverse stock split effective on November 4, 2024 and the subsequent vesting of Performance Shares reported above.
F5 Not applicable to this transaction. RSUs have no value until all restrictions lapse on the final vesting date.
F6 This grant vests one-third 11/4/2025, one-third 11/4/2026 and one-third 11/4/2027. This grant vests in full, and all restrictions lapse, three years from the Grant Date.
F7 This grant vests in full and all restrictions lapse three years from the Grant Date, subject to the individual's continuous employment with Magnera Corporation.