Jeffrey H. Fox - Aug 26, 2022 Form 3 Insider Report for Westrock Coffee Co (WEST)

Role
Director
Signature
/s/ Jeffrey H. Fox
Stock symbol
WEST
Transactions as of
Aug 26, 2022
Transactions value $
$0
Form type
3
Date filed
8/26/2022, 06:32 PM
Next filing
Aug 29, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
holding WEST COMMON STOCK 6.37K Aug 26, 2022 See Footnote F1

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
holding WEST Series A Convertible Preferred Stock Aug 26, 2022 Common Stock 217K See Footnote F2, F3
holding WEST Stock Option (right to buy) Aug 26, 2022 Common Stock 1.31K $9.54 Direct F4
holding WEST Stock Option (right to buy) Aug 26, 2022 Common Stock 1.31K $9.54 Direct F4
holding WEST Stock Option (right to buy) Aug 26, 2022 Common Stock 2.62K $9.54 Direct F4, F5
holding WEST Stock Option (right to buy) Aug 26, 2022 Common Stock 5.25K $9.54 Direct F4, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Consists of 6,368 shares of common stock, par value $0.01 per share, of Issuer ("Common Stock") held of record by F&F Group Invest 2020-01 LLC, over which Jeffrey H. Fox may be deemed to exercise voting and investment control. Mr. Fox disclaims beneficial ownership over all shares held by F&F Group Invest 2020-01 LLC over which he does not have a pecuniary interest and this report shall not be deemed an admission that Mr. Fox is the beneficial owner of the disclaimed securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F2 Consists of 217,228 shares of Series A convertible preferred stock, par value $0.01 per share, of Issuer ("Preferred Stock") held of record by F&F Group Invest 2020-01 LLC, over which Mr. Fox may be deemed to exercise voting and investment control. Mr. Fox disclaims beneficial ownership over all shares held by F&F Group Invest 2020-01 LLC over which he does not have a pecuniary interest and this report shall not be deemed an admission that Mr. Fox is the beneficial owner of the disclaimed securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.
F3 Holders of shares of Preferred Stock may voluntarily convert their shares of Preferred Stock into a whole number of shares of Common Stock at any time at a rate equal to the quotient of (a) the liquidation preference of such shares of Preferred Stock as of the applicable conversion date, divided by (b) the conversion price as of the applicable conversion date, which will initially be $11.50 per share of Preferred Stock, plus cash in lieu of fractional shares. The initial conversion price of $11.50 per share of Preferred Stock is subject to customary adjustments for stock dividends, distributions or combinations, tender or exchange offers and issuances of shares of Common Stock below a specified price. The initial liquidation preference of the shares of Preferred Stock is $11.50.
F4 Each employee stock option is exercisable for one share of Common Stock.
F5 Consists of unvested options. 1,311 stock options will vest on 4/22/2023 and 1,312 options will vest on 4/22/2024, subject to certain forfeiture conditions. The options will be exercisable from their vesting date.
F6 Consists of unvested options. These options will vest if the simple average of the daily volume weighted average price per share of Common Stock for 10 trading days in any consecutive 30-day period equals $18.50 per share, and are subject to certain forfeiture conditions.

Remarks:

Exhibit 24 - Power of Attorney