| Type | Sym | Class | Transaction | Value $ | Shares | Change % | Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | VRTV | Common Stock | -Disposed to Issuer | -$2,550,000 | -15,000 | -100% | $170.00 | 0 | Nov 30, 2023 | Direct | F1 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | VRTV | Phantom Stock | -Disposed to Issuer | -$5,265,410 | -30,973 | -100% | $170.00 | 0 | Nov 30, 2023 | Common Stock | 30,973 | Direct | F2, F3, F4 | |
| transaction | VRTV | Deferred Share Unit (Stock Settled) | -Disposed to Issuer | -$556,580 | -3,274 | -100% | $170.00 | 0 | Nov 30, 2023 | Common Stock | 3,274 | Direct | F2, F3, F4 |
Charles Ward is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| 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 | Each dividend equivalent right is the economic equivalent of one share of Common Stock. |
| F3 | The dividend equivalent rights accrued on phantom stock previously granted to the reporting person, and are fully vested and non-forfeitable on the grant date and shall be paid to the reporting person in shares of Common Stock on the elected distribution date under the Veritiv Corporation Deferred Compensation Savings Plan, in the case of phantom stock, or within 30 days after the reporting person's termination of service as a director, in the case of deferred stock units. |
| F4 | Each outstanding award (i) of deferred stock units of the Company and (ii) phantom stock units of the Company, whether settleable in shares of Common Stock or cash, were canceled, 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 each such award, together with any cash dividends accrued. |