John L. O'Neal - 05 Jul 2024 Form 4 Insider Report for WestRock Co

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
08 Jul 2024, 17:01:13 UTC
Prior SEC filing
06 May 2024
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
Steph W. Bignon (attorney-in-fact pursuant to power of attorney previously filed with the SEC)

Key filing fact

John L. O'Neal filed Form 4 for WestRock Co on 08 Jul 2024.

Key facts

  • This page summarizes John L. O'Neal's Form 4 filing for WestRock Co.
  • 5 reported transactions and 3 derivative rows are listed below.
  • Accepted by SEC: 08 Jul 2024, 17:01.

Change

  • Previous filing in this sequence was filed on 06 May 2024.
  • Current net transaction value: $0.

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.

WRK transaction

Common Stock

Disposed to Issuer

Transaction value
Shares
-46,748
Change %
-100%
Price
Shares after
0
Date
05 Jul 2024
Ownership
Direct
Footnotes
F1
WRK transaction

Common Stock

Disposed to Issuer

Transaction value
Shares
-13,817
Change %
-100%
Price
Shares after
0
Date
05 Jul 2024
Ownership
Direct
Footnotes
F2, F3

Reported derivative securities

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

WRK transaction Derivative

Employee option (right to buy)

Disposed to Issuer

Transaction value
Shares
-288
Change %
-100%
Price
Shares after
0
Date
05 Jul 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
288
Exercise price
$57.97
Footnotes
F4, F5
WRK transaction Derivative

Employee option (right to buy)

Disposed to Issuer

Transaction value
Shares
-1,757
Change %
-100%
Price
Shares after
0
Date
05 Jul 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
1,757
Exercise price
$56.05
Footnotes
F4, F5
WRK transaction Derivative

Employee option (right to buy)

Disposed to Issuer

Transaction value
Shares
-8,134
Change %
-100%
Price
Shares after
0
Date
05 Jul 2024
Ownership
Direct
Underlying class
Common Stock
Underlying amount
8,134
Exercise price
$29.80
Footnotes
F4, F5
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

John L. O'Neal is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 5 footnotes

Footnote F1

Pursuant to the Transaction Agreement, dated as of September 12, 2023, by and among the Issuer, Smurfit Kappa Group plc, Smurfit Westrock plc (formerly known as Smurfit WestRock Limited, "Smurfit Westrock"), and Sun Merger Sub, LLC (the "Transaction Agreement"), at the Merger Effective Time (as defined in the Transaction Agreement), each share of the Issuer's common stock held by the Reporting Person was cancelled and automatically converted into the right to receive, without interest and less applicable withholding taxes, one ordinary share of Smurfit Westrock and $5.00 in cash.

Footnote F2

Includes dividend equivalents exempt from Section 16 that were credited since the Reporting Person's most recent Form 4.

Footnote F3

Pursuant to the Transaction Agreement, at the Merger Effective Time, each outstanding award of time-based restricted stock units ("RSUs") of the Issuer ("Issuer RSUs") held by the Reporting Person was assumed by Smurfit Westrock and converted into (a) an award of time-based RSUs corresponding to the number of ordinary shares of Smurfit Westrock (rounded down to the nearest whole number of ordinary shares) equal to the number of shares of the Issuer's common stock subject to such Issuer RSUs as of immediately prior to the Merger Effective Time, and (b) an unvested $5 cash award with respect to each such Issuer RSU. Each award in (a) and (b) will be subject to the same terms and conditions (including vesting schedules) as applied to the Issuer RSUs immediately prior to the Merger Effective Time.

Footnote F4

Pursuant to the Transaction Agreement, at the Merger Effective Time, each option to purchase shares of Issuer common stock ("Issuer Option") held by the Reporting Person was assumed by Smurfit Westrock and converted into an option ("Smurfit Westrock Option") to acquire (a) that number of whole ordinary shares of Smurfit Westrock (rounded down to the nearest whole number of ordinary shares) equal to the product obtained by multiplying (i) the number of shares of Issuer common stock subject to such Issuer Option by (ii) the Equity Award Exchange Ratio (as defined in the Transaction Agreement), (b) at an exercise price per ordinary share of Smurfit Westrock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (i) the exercise price per share of Issuer common stock subject to such Issuer Option by (ii) the Equity Award Exchange Ratio.

Footnote F5

Each Smurfit Westrock Option will continue to have, and be subject to, the same terms and conditions as applied to the corresponding Issuer Option immediately prior to the Merger Effective Time.

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