Dean A. Adelman - 30 Nov 2023 Form 4 Insider Report for Veritiv Corp

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
30 Nov 2023, 12:06:07 UTC
Prior SEC filing
27 Nov 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Susan B. Salyer, Attorney-in-Fact for Dean A. Adelman

Key filing fact

Dean A. Adelman filed Form 4 for Veritiv Corp on 30 Nov 2023.

Key facts

  • This page summarizes Dean A. Adelman's Form 4 filing for Veritiv Corp.
  • 3 reported transactions and 1 derivative row are listed below.
  • Accepted by SEC: 30 Nov 2023, 12:06.

Change

  • Previous filing in this sequence was filed on 27 Nov 2023.
  • Current net transaction value: -$5,440,170.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

VRTV transaction

Common Stock

Disposed to Issuer

Transaction value
$2,348,040
Shares
-13,812
Change %
-100%
Price
$170.00
Shares after
0
Date
30 Nov 2023
Ownership
Direct
Footnotes
F1
VRTV transaction

Common Stock

Disposed to Issuer

Transaction value
$2,155,770
Shares
-12,681
Change %
-100%
Price
$170.00
Shares after
0
Date
30 Nov 2023
Ownership
Direct
Footnotes
F2

Reported derivative securities

Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.

VRTV transaction Derivative

Performance Share Units

Disposed to Issuer

Transaction value
$936,360
Shares
-5,508
Change %
-100%
Price
$170.00
Shares after
0
Date
30 Nov 2023
Ownership
Direct
Underlying class
Common Stock
Underlying amount
5,508
Exercise price
Footnotes
F3, F4
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

Dean A. Adelman is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 4 footnotes

Footnote 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").

Footnote 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.

Footnote 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).

Footnote 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.

We use cookies and similar technologies to provide certain features, enhance the user experience and, if you allow them, measure engagement and deliver advertising. Analytics and marketing storage stay off until you grant consent. By clicking on "Agree and continue", you declare your consent to the use of the selected optional cookies. Manage preferences to update or revoke optional consent for future visits. For more information, see our Privacy Policy .