| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | WEST | 5% Convertible Note due 2029 | Award | $20M | $20M | Feb 15, 2024 | Common Stock | $20M | BY LLC | F1, F2, F3, F4 |
| Id | Content |
|---|---|
| F1 | Scott T. Ford is the Chief Executive Officer of the issuer and a member of its board of directors. Greenbrier Holdings, LLC ("Greenbrier") is the manager of Westrock Group, LLC ("Westrock Group") and as such has voting and investment power over the securities held by Westrock Group. Scott T. Ford is the sole member and manager of Greenbrier and as such may be deemed to exercise voting and investment control over the securities held by Westrock Group. |
| F2 | Holders of the issuer's 5% convertible notes due 2029 (the "convertible notes") may voluntarily convert their convertible notes in denominations of $1,000 (i) during the period commencing on August 15, 2024, and prior to the close of business on the trading day immediately preceding August 15, 2028, if the closing price of the issuer's common stock for at least 20 trading days (whether or not consecutive) during the period of any 30 consecutive trading days in the immediately preceding calendar quarter is equal to or greater than 130% of the conversion price; (ii) during the period commencing on August 15, 2028, and prior to the close of business on the second scheduled trading day immediately preceding February 15, 2029, at any time; and (iii) during the 35 trading days following the effective date of certain fundamental change transactions that occur prior to the close of business on the trading day immediately preceding August 15, 2028. |
| F3 | Conversions of the convertible notes will be settled, at the issuer's election, in cash, shares of the issuer's common stock or a combination thereof. The initial conversion price of the convertible notes is $12.84, which corresponds to an initial conversion rate of 77.88 shares of the issuer's common stock per $1,000 principal amount of convertible notes. The conversion price and conversion rate are subject to customary adjustments and the issuer may not issue more than 19.99% of the issued and outstanding common stock immediately prior to the issuance of the convertible notes in respect of the conversion of the convertible notes. |
| F4 | Held of record by Westrock Group. Mr. Ford disclaims beneficial ownership over all securities held by Westrock Group over which he does not have a pecuniary interest and this report shall not be deemed an admission that Mr. Ford 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. |