Baupost Group Llc/Ma - Nov 30, 2023 Form 4 Insider Report for Veritiv Corp (VRTV)

Role
10%+ Owner
Signature
Seth A. Klarman
Stock symbol
VRTV
Transactions as of
Nov 30, 2023
Transactions value $
-$565,135,080
Form type
4
Date filed
12/6/2023, 04:50 PM
Previous filing
Aug 10, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VRTV Common Stock Other -$565M -3.32M -100% $170.00 0 Nov 30, 2023 See Footnote 1 and 2 F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Baupost Group Llc/Ma is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 This statement on Form 4 is being jointly filed by The Baupost Group, L.L.C. ("Baupost"), Baupost Group GP, L.L.C. ("BG GP") and Seth A. Klarman ("Mr. Klarman") (collectively, the "Reporting Persons"). Baupost is a registered investment adviser. The principal business of Baupost is to act as an investment adviser to various private investment limited partnerships. BG GP, as the manager of Baupost, and Mr. Klarman, as the sole managing member of BG GP and a controlling person of Baupost, may be deemed to have beneficial ownership under Section 13 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), of the securities beneficially owned by Baupost. Securities reported on this Form 4 as being beneficially owned by Baupost were purchased on behalf of certain of such partnerships
F2 (Continued from Footnote 1) The Reporting Persons disclaim beneficial ownership of the securities indicated except to the extent of their pecuniary interest therein, and the reporting herein of such securities shall not be construed as an admission that the Reporting Persons are the beneficial owners thereof for purposes of Section 16 of the Exchange Act or for any other purpose.
F3 On November 30, 2023, the Agreement and Plan of Merger among Verde Purchaser, Verde Merger Sub Inc. and Veritiv Corp ("Merger Agreement") was consummated and Verde Purchaser completed its acquisition of the Issuer as described in the 8-K filed by the Issuer on November 30, 2023, and incorporated herein by reference. In connection with the consummation of the merger, all shares of Common Stock of the Issuer held by the Reporting Persons were acquired at the tender offer price of $170.00 per share.