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). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MEADWESTVACO Corp [ MWV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/01/2015 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 07/01/2015 | D | 25,977 | D | (1) | 0 | D | |||
Common Stock | 07/01/2015 | D | 1,877 | D | (1) | 0 | I | Employee Savings Plan | ||
Common Stock | 07/01/2015 | D | 656.2098(11) | D | (1) | 0 | I | Deferred Income lPlan |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Non-Qualified Stock Option | $54.76 | 07/01/2015 | D | 23,560 | (2) | 02/23/2025 | Common Stock | 23,560 | (10) | 0 | D | ||||
Non-Qualified Stock Option | $35.89 | 07/01/2015 | D | 39,630 | (3) | 02/24/2024 | Common Stock | 39,630 | (10) | 0 | D | ||||
Non-Qualified Stock Option | $33.57 | 07/01/2015 | D | 17,125 | (4) | 02/25/2023 | Common Stock | 17,125 | (10) | 0 | D | ||||
Non-Qualified Stock Option | $27.33 | 07/01/2015 | D | 24,214 | (5) | 06/25/2022 | Common Stock | 24,214 | (10) | 0 | D | ||||
Non-Qualified Stock Option | $25.44 | 07/01/2015 | D | 19,104 | (5) | 02/28/2021 | Common Stock | 19,104 | (10) | 0 | D | ||||
Non-Qualified Stock Option | $20.65 | 07/01/2015 | D | 22,925 | (5) | 02/22/2020 | Common Stock | 22,925 | (10) | 0 | D | ||||
Non-Qualified Stock Option | $7.87 | 07/01/2015 | D | 30,642 | (5) | 02/23/2019 | Common Stock | 30,642 | (10) | 0 | D | ||||
Non-Qualified Stock Option | $23.57 | 07/01/2015 | D | 11,092 | (5) | 02/25/2018 | Common Stock | 11,092 | (10) | 0 | D | ||||
Non-Qualified Stock Option | $27.83 | 07/01/2015 | D | 8,299 | (5) | 02/26/2017 | Common Stock | 8,299 | (10) | 0 | D | ||||
Performance-Based Restricted Units | $0 | 07/01/2015 | A | 3,947 | (6) | (6) | Common Stock | 3,947 | $0 | 3,947 | D | ||||
Performance-Based Restricted Stock Units | $0 | 07/01/2015 | A | 26,048 | (7) | (7) | Common Stock | 26,048 | $0 | 26,048 | D | ||||
Performance-Based Restricted Stock Units | $0 | 07/01/2015 | A | 11,953 | (8) | (8) | Common Stock | 11,953 | $0 | 11,953 | D | ||||
Performance-Based Restridcted Stock Units | $0 | 07/01/2015 | D | 3,947 | (6) | (6) | Common Stock | 3,947 | (9) | 0 | D | ||||
Performance-Based Restricted Stock Units | $0 | 07/01/2015 | D | 26,048 | (7) | (7) | Common Stock | 26,048 | (9) | 0 | D | ||||
Performance-Based Restricted Stock Units | $0 | 07/01/2015 | D | 11,953 | (8) | (8) | Common Stock | 11,953 | (9) | 0 | D |
Explanation of Responses: |
1. MeadWestvaco Corporation ("MWV") has entered into the Second Amended and Restated Business Combination Agreement, dated as of April 17, 2015 and amended as of May 5, 2015 (the "BCA") by and among WestRock Company ("WestRock"), MWV, Rock-Tenn Company, Rome Merger Sub, Inc. and Milan Merger Sub, LLC, pursuant to which MWV become a wholly owned subsidiary of WestRock (the "Merger"). Each share of MWV common stock was disposed of pursuant to the BCA, in exchange or 0.78 shares of WestRock common stock, with cash paid in lieu of fractional shares. |
2. This MWV option was unvested at the time of the Merger, and the converted option to purchase WestRock common stock will vest in three equal annual installments beginning on February 23, 2016. |
3. One-third of this MWV option was vested at the time of the Merger. Following the Merger, the unvested portion of the converted option to purchase WestRock common stock will vest in two equal installments on February 24, 2016 and February 24, 2017. |
4. Two-thirds of this MWV option was vested at the time of the merger. Following the Merger, the unvested portion of the converted option will vest in accordance with its terms on February 25, 2016. |
5. This option to purchase shares of MWV common stock was fully vested at the time of the Merger. |
6. At the time of the Merger, the performance conditions with respect to MWV performance-based restricted stock units ("MWV PSUs") were deemed to be earned based on actual performance from January 1, 2015 through the time of the Merger, and the MWV PSUs (and related converted awards as described below), as so earned, will vest on December 31, 2018. |
7. The performance conditions with respect to MWV PSUs were deemed to be earned based on target performance at the time of the Merger, and the MWV PSUs (and related converted awards as described below), as so earned, will vest on December 31, 2017. |
8. The performance conditions with respect to MWV PSUs were deemed to be earned based on target performance at the time of the Merger, and the MWV PSUs (and related converted awards as described below), as so earned, will vest on December 31, 2016. |
9. Each outstanding MWV PSU (as deemed earned pursuant to the Merger Agreement, was assumed by WestRock pursuant to the Merger Agreement and replaced with a WestRock restricted stock unit award related to the number of shares of WestRock common stock (rounded up to the nearest whole share) determined by multiplying the number of shares subject to the MWV PSU by 0.78. |
10. In accordance with the terms of the BCA, each MeadWestvaco stock option outstanding and unexercised immediately prior to the effective time of the Merger was converted automatically into an option to purchase a number of shares of WestRock common stock, rounded down to the nearest whole share, equal to the product determined by multiplying the number of shares of MWV common stock subject to such MWV options immediately prior to the closing of the Merger by 0.78, at a per-share exercise price, rounded up to the nearest whole cent, equal to the quotient determined by dividing the per-share exercise price of the MWV option by 0.78. |
11. Share amount indicated represents an estimation of the reporting person's interest in the MeadWestvaco Deferred Income Plan. This plan holds no actual shares but the accrual of benefits mirrors the MeadWestvaco Savings Plan for Salaried Employees. |
Remarks: |
By: John J. Carrara/POA/dated August 28, 2012 | 07/06/2015 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |