SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

1. Name and Address of Reporting Person^*

Weitzel Gregory Thomas

(Last)

(First)

(Middle)

100 KIMBALL PLACE

SUITE 600

(Street)

ALPHARETTA

30009

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Mativ Holdings, Inc. [ MATV ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CFO

3. Date of Earliest Transaction (Month/Day/Year)
04/02/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	04/14/2023		M		860	A	$0.00⁽¹⁾	860⁽²⁾	D
Common Stock	04/14/2023		F		388	D	$21.4⁽¹⁾⁽³⁾	472⁽²⁾	D
Common Stock	01/26/2024		M		290	A	$0.00⁽⁴⁾	762⁽²⁾⁽⁵⁾	D
Common Stock	01/26/2024		F		103	D	$13.38⁽³⁾⁽⁴⁾	659⁽²⁾⁽⁵⁾	D
Common Stock	02/16/2024		M		2,843	A	$0.00⁽⁶⁾	4,586⁽²⁾⁽⁷⁾⁽⁸⁾	D
Common Stock	02/16/2024		D		2,843	D	$12.73⁽⁶⁾⁽⁹⁾	1,744⁽²⁾⁽⁷⁾⁽⁸⁾	D
Common Stock	04/14/2024		M		861	A	$0.00⁽¹⁾	2,605⁽²⁾⁽⁸⁾⁽¹⁰⁾	D
Common Stock	04/14/2024		F		252	D	$17.42⁽¹⁾⁽³⁾	2,353⁽²⁾⁽⁸⁾⁽¹⁰⁾	D
Common Stock	01/26/2025		M		2,039	A	$0.00⁽¹¹⁾	3,920⁽²⁾⁽⁸⁾	D
Common Stock	01/26/2025		F		722	D	$9.7⁽³⁾⁽¹¹⁾	3,198⁽²⁾⁽⁸⁾	D
Common Stock	01/26/2025		M		294	A	$0.00⁽⁴⁾	3,492⁽²⁾⁽⁸⁾	D
Common Stock	01/26/2025		F		105	D	$9.7⁽³⁾⁽⁴⁾	3,387⁽²⁾⁽⁸⁾	D
Common Stock	02/13/2025		M		7,011	A	$0.00⁽¹²⁾	10,398⁽²⁾⁽⁸⁾	D
Common Stock	02/13/2025		F		2,482	D	$8.79⁽³⁾⁽¹²⁾	7,916⁽²⁾⁽⁸⁾	D
Common Stock	02/16/2025		M		2,843	A	$0.00⁽⁶⁾	10,758⁽²⁾⁽⁸⁾	D
Common Stock	02/16/2025		D		2,843	D	$9.1⁽⁶⁾⁽⁹⁾	7,916⁽²⁾⁽⁸⁾	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹¹⁾	04/02/2023		A		2,039⁽¹¹⁾		⁽¹¹⁾	⁽¹¹⁾	Common Stock	2,039	⁽¹¹⁾	2,039⁽¹³⁾	D
Restricted Stock Units	⁽¹¹⁾	01/26/2025		M			2,039⁽¹¹⁾	⁽¹¹⁾	⁽¹¹⁾	Common Stock	2,039	⁽¹¹⁾	0.00	D
Restricted Stock Units	⁽⁴⁾	04/02/2023		A		584⁽⁴⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	584	⁽⁴⁾	584	D
Restricted Stock Units	⁽⁴⁾	01/26/2024		M			290⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	290	⁽⁴⁾	294⁽⁵⁾	D
Restricted Stock Units	⁽⁴⁾	01/26/2025		M			294⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	294	⁽⁴⁾	0.00	D
Restricted Stock Units	⁽¹²⁾	04/26/2024		A		21,033⁽¹²⁾		⁽¹²⁾	⁽¹²⁾	Common Stock	21,033	⁽¹²⁾	21,033	D
Restricted Stock Units	⁽¹²⁾	02/13/2025		M			7,011⁽¹²⁾	⁽¹²⁾	⁽¹²⁾	Common Stock	7,011	⁽¹²⁾	14,022	D
Restricted Stock Units	⁽⁶⁾	04/02/2023		A		8,527⁽⁶⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	8,527	⁽⁶⁾	8,527⁽¹³⁾	D
Restricted Stock Units	⁽⁶⁾	02/16/2024		M			2,843⁽⁶⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	2,843	⁽⁶⁾	5,685⁽⁷⁾	D
Restricted Stock Units	⁽⁶⁾	02/16/2025		M			2,843⁽⁶⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	2,843	⁽⁶⁾	2,842	D
Restricted Stock Units	⁽¹⁾	04/02/2023		A		2,582⁽¹⁾		⁽¹⁾	⁽¹⁾	Common Stock	2,582	⁽¹⁾	2,582⁽¹³⁾	D
Restricted Stock Units	⁽¹⁾	04/14/2023		M			860⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	860	⁽¹⁾	1,722	D
Restricted Stock Units	⁽¹⁾	04/14/2024		M			861⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	861	⁽¹⁾	861⁽¹⁰⁾	D

Explanation of Responses:

1. On April 14, 2022, the reporting person was granted 2,582 RSUs subject to time vesting. Such RSUs vest in three equal annual installments beginning on April 14, 2022 and each anniversary thereafter. Each RSU represents a right to receive one share of the common stock of the issuer and/or cash upon vesting. 860 RSUs vested on April 14, 2023 and 861 RSUs vested on each of April 14, 2024.

2. The reporting person's number of shares of common stock owned was previously overstated by 30,934 shares due to a number of RSUs that should have been reported in Table II instead of Table I on the reporting person's Form 4 documents filed on April 12, 2023 and April 30, 2024.

3. Shares withheld to satisfy tax withholding obligation arising upon the vesting of RSUs.

4. On January 26, 2022, the reporting person was granted 874 RSUs subject to time vesting. Such RSUs vest in three approximately equal annual installments beginning on January 26, 2023 and each anniversary thereafter. Each RSU represents a right to receive one share of the common stock of the issuer and/or cash upon vesting. 290 RSUs vested on January 26, 2024 and 294 RSUs vested on January 26, 2025.

5. The transaction reflects the re-reporting of the vesting of 290 RSUs previously reported on the reporting person's Form 4 filed January 31, 2024. The transaction also reflects shares withheld to satisfy tax withholding obligation arising upon the vesting of RSUs.

6. On February 16, 2023, the reporting person was granted 8,527 RSUs subject to time vesting. Such RSUs vest in three equal annual installments beginning on February 16, 2024 and each anniversary thereafter. Each RSU represents a right to receive one share of the common stock of the issuer and/or cash upon vesting. 2,843 RSUs vested on each of February 16, 2024 and 2025.

7. The transaction reflects the re-reporting of the vesting of 2,843 RSUs previously reported on the reporting person's Form 4 filed February 20, 2024. The transaction also reflects the cash settlement of 2,843 vested RSUs.

8. The transaction reflects shares withheld to satisfy tax withholding obligation arising upon the vesting of RSUs reported on the reporting person's Form 4 filed on February 6, 2024.

9. The transaction reflects the cash settlement of 2,843 vested RSUs on each of February 16, 2024 and 2025.

10. The transaction reflects the re-reporting of the vesting of 861 RSUs previously reported on the reporting person's Form 4 filed April 16, 2024. The transaction also reflects shares withheld to satisfy tax withholding obligation arising upon the vesting of RSUs.

11. On January 26, 2022, the reporting person was granted 2,039 restricted stock units ("RSUs") subject to time vesting. Each RSU represents a right to receive one share of the common stock of the issuer and/or cash upon vesting. 2,039 RSUs vested on February 16, 2025.

12. On April 26, 2024, the reporting person was granted 21,033 RSUs subject to time vesting. Such RSUs vest in three equal annual installments beginning on February 13, 2025 and each anniversary thereafter. Each RSU represents a right to receive one share of the common stock of the issuer and/or cash upon vesting. 7,011 RSUs vested on February 13, 2025.

13. These RSUs were incorrectly reported in Table I instead of Table II on the reporting person's Form 3 filed on April 1, 2024.

Remarks:

	/s/ Honor Winks, attorney-in-fact for Gregory Weitzel, principal	03/14/2025
	** Signature of Reporting Person	Date
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* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
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