Todd Reitz - Sep 14, 2022 Form 4 Insider Report for CatchMark Timber Trust, Inc. (CTT)

Role
Chief Resources Officer & SVP
Signature
/s/ Ying Xiao, under a Power of Attorney
Stock symbol
CTT
Transactions as of
Sep 14, 2022
Transactions value $
$0
Form type
4
Date filed
9/14/2022, 09:49 PM
Previous filing
Jul 15, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction CTT Common Stock Award $0 +36.2K +48.85% $0.00 110K Sep 14, 2022 Direct F1
transaction CTT Common Stock Disposed to Issuer $0 -110K -100% $0.00* 0 Sep 14, 2022 Direct F2

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 CTT Common Units Disposed to Issuer $0 -171K -100% $0.00* 0 Sep 14, 2022 Common Sotck 171K Direct F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Todd Reitz is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 On 9/14/2022, pursuant to the Merger Agreement (as defined below), immediately prior to the effective time of the Company Merger (as defined below), all outstanding issuance and forfeiture conditions with respect to outstanding restricted shares of CatchMark's Class A common stock, par value $0.01 per share (CatchMark common stock) were deemed satisfied in full and on a fully vested basis (at maximum performance to the extent applicable). In connection therewith, 36,232 shares of performance-based restricted stock granted to the reporting person became fully vested and were converted into the right to receive the Merger Consideration (as defined below), less applicable taxes and withholding.
F2 On 9/14/2022, pursuant to the Agreement and Plan of Merger, dated as of 5/29/2022 (the Merger Agreement), by and among PotlatchDeltic Corporation (PCH), Horizon Merger Sub 2022, LLC (Merger Sub), CatchMark Timber Trust, Inc. (CatchMark) and CatchMark Timber Operating Partnership, L.P. (the Partnership), CatchMark merged with and into Merger Sub (the Company Merger), and each share of CatchMark common stock issued and outstanding immediately prior to the Company Merger effective time was automatically cancelled and converted into the right to receive 0.23 shares of PCH common stock, par value $1.00 per share, without interest, but subject to applicable withholding taxes, plus the right, if any, to receive cash in lieu of fractional shares (the Merger Consideration). On September 13, 2022 (the day prior to the effective time of the Company Merger) the closing price of one share of PCH common stock was $45.80.
F3 On 9/14/2022, pursuant to the Merger Agreement, immediately following the Company Merger, the Partnership merged with Merger Sub (the Partnership Merger) and each Common Unit of the Partnership outstanding immediately prior to the Partnership Merger effective time was automatically cancelled and converted into the right to receive the Merger Consideration. Immediately prior to the Partnership Merger effective time, (i) each issued and outstanding unvested Partnership LTIP Unit automatically become fully vested (at maximum performance to the extent applicable), and (ii) each issued and outstanding vested Partnership LTIP Unit eligible for conversion into a Common Unit prior to or at the Partnership Merger effective time automatically converted into a Common Unit pursuant to the Partnership Agreement and converted into the right to receive the Merger Consideration at the Partnership Merger effective time.