Karen Renner - Nov 30, 2023 Form 4 Insider Report for Veritiv Corp (VRTV)

Role: SVP Chief Information Officer
Signature: /s/ Susan B. Salyer, Attorney-in-Fact for Karen K. Renner
Stock symbol: VRTV
Transactions as of: Nov 30, 2023
Transactions value $: -$3,457,800
Form type: 4
Date filed: 11/30/2023, 12:06 PM
Previous filing: Mar 2, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	Price $	Shares After	Date	Ownership	Footnotes
transaction	VRTV	Common Stock	-Disposed to Issuer	-$708,220	-4,166	-100%	$170.00	0	Nov 30, 2023	Direct	F1
transaction	VRTV	Common Stock	-Disposed to Issuer	-$2,104,600	-12,380	-100%	$170.00	0	Nov 30, 2023	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	VRTV	Performance Share Units	-Disposed to Issuer	-$644,980	-3,794	-100%	$170.00	0	Nov 30, 2023	Common Stock	3,794		Direct	F3, F4

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

Explanation of Responses:

Id	Content
F1	Pursuant to the Agreement and Plan of Merger, dated as of August 6, 2023 (as it has been or may be amended, supplemented, waived or otherwise modified in accordance with its terms, the "Merger Agreement") by and among Veritiv Corporation (the "Company"), Verde Purchaser, LLC, a Delaware limited liability company ("Parent") that is affiliated with Clayton, Dubilier & Rice, LLC, and Verde Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent, on November 30, 2023 (the "Effective Time"), each issued and outstanding share of the Company's common stock, par value $0.01 per share ("Common Stock"), was cancelled and converted into the right to receive $170 per share in cash, without interest (the "Merger Consideration").
F2	Pursuant to the Merger Agreement, at the Effective Time, each then outstanding award of service-based restricted stock units of the Company (each, a "Company RSU Award"), whether or not vested, and whether settleable in shares of Common Stock or cash, was cancelled, and each holder will receive an amount in cash equal to (i) the Merger Consideration per share of Common Stock multiplied by (ii) the number of shares of Common Stock subject to such Company RSU Award.
F3	The performance share units (each, a "Company PSU Award") were eligible to be earned based on achievement of pre-established performance goals during the respective performance period (January 1, 2022 - December 31, 2024, and January 1, 2023 - December 31, 2025).
F4	Pursuant to the Merger Agreement, at the Effective Time, each then outstanding Company PSU Award, whether or not vested, and whether settleable in shares of Common Stock or cash, was cancelled, and each holder will receive an amount in cash equal to (i) the Merger Consideration per share of Common Stock multiplied by (ii) the target number of performance share units subject to such Company PSU Award.