Charles G. Ward III - 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, 12:08:27 UTC
Prior SEC filing
07 Nov 2023
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
/s/ Susan B. Salyer, Attorney-in-Fact for Charles G. Ward, III

Key filing fact

Charles G. Ward III filed Form 4 for Veritiv Corp on 30 Nov 2023.

Key facts

  • This page summarizes Charles G. Ward III's Form 4 filing for Veritiv Corp.
  • 3 reported transactions and 2 derivative rows are listed below.
  • Accepted by SEC: 30 Nov 2023, 12:08.

Change

  • Previous filing in this sequence was filed on 07 Nov 2023.
  • Current net transaction value: -$8,371,990.

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
$2,550,000
Shares
-15,000
Change %
-100%
Price
$170.00
Shares after
0
Date
30 Nov 2023
Ownership
Direct
Footnotes
F1

Reported derivative securities

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

VRTV transaction Derivative

Phantom Stock

Disposed to Issuer

Transaction value
$5,265,410
Shares
-30,973
Change %
-100%
Price
$170.00
Shares after
0
Date
30 Nov 2023
Ownership
Direct
Underlying class
Common Stock
Underlying amount
30,973
Exercise price
Footnotes
F2, F3, F4
VRTV transaction Derivative

Deferred Share Unit (Stock Settled)

Disposed to Issuer

Transaction value
$556,580
Shares
-3,274
Change %
-100%
Price
$170.00
Shares after
0
Date
30 Nov 2023
Ownership
Direct
Underlying class
Common Stock
Underlying amount
3,274
Exercise price
Footnotes
F2, 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

Charles G. Ward III 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

Each dividend equivalent right is the economic equivalent of one share of Common Stock.

Footnote 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.

Footnote 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.

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