SEC FORM 3

SEC Form 3

FORM 3

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

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

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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1. Name and Address of Reporting Person^*

FOX JEFFREY H

(Last)

(First)

(Middle)

100 RIVER BLUFF DRIVE, SUITE 210

(Street)

LITTLE ROCK

72202

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
08/26/2022

3. Issuer Name and Ticker or Trading Symbol
Westrock Coffee Co [ WEST ]

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

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

5. 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 Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
COMMON STOCK	6,368	I	See Footnote⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Convertible Preferred Stock⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock	217,228	⁽²⁾⁽³⁾	I	See Footnote⁽²⁾⁽³⁾
Stock Option (right to buy)⁽⁴⁾	04/22/2021	04/22/2030	Common Stock	1,311	$9.54	D
Stock Option (right to buy)⁽⁴⁾	04/22/2022	04/22/2030	Common Stock	1,312	$9.54	D
Stock Option (right to buy)⁽⁴⁾⁽⁵⁾	⁽⁵⁾	04/22/2030	Common Stock	2,623	$9.54	D
Stock Option (right to buy)⁽⁴⁾⁽⁶⁾	⁽⁶⁾	04/22/2030	Common Stock	5,246	$9.54	D

Explanation of Responses:

1. Consists of 6,368 shares of common stock, par value $0.01 per share, of Issuer ("Common Stock") held of record by F&F Group Invest 2020-01 LLC, over which Jeffrey H. Fox may be deemed to exercise voting and investment control. Mr. Fox disclaims beneficial ownership over all shares held by F&F Group Invest 2020-01 LLC over which he does not have a pecuniary interest and this report shall not be deemed an admission that Mr. Fox is the beneficial owner of the disclaimed securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

2. Consists of 217,228 shares of Series A convertible preferred stock, par value $0.01 per share, of Issuer ("Preferred Stock") held of record by F&F Group Invest 2020-01 LLC, over which Mr. Fox may be deemed to exercise voting and investment control. Mr. Fox disclaims beneficial ownership over all shares held by F&F Group Invest 2020-01 LLC over which he does not have a pecuniary interest and this report shall not be deemed an admission that Mr. Fox is the beneficial owner of the disclaimed securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

3. Holders of shares of Preferred Stock may voluntarily convert their shares of Preferred Stock into a whole number of shares of Common Stock at any time at a rate equal to the quotient of (a) the liquidation preference of such shares of Preferred Stock as of the applicable conversion date, divided by (b) the conversion price as of the applicable conversion date, which will initially be $11.50 per share of Preferred Stock, plus cash in lieu of fractional shares. The initial conversion price of $11.50 per share of Preferred Stock is subject to customary adjustments for stock dividends, distributions or combinations, tender or exchange offers and issuances of shares of Common Stock below a specified price. The initial liquidation preference of the shares of Preferred Stock is $11.50.

4. Each employee stock option is exercisable for one share of Common Stock.

5. Consists of unvested options. 1,311 stock options will vest on 4/22/2023 and 1,312 options will vest on 4/22/2024, subject to certain forfeiture conditions. The options will be exercisable from their vesting date.

6. Consists of unvested options. These options will vest if the simple average of the daily volume weighted average price per share of Common Stock for 10 trading days in any consecutive 30-day period equals $18.50 per share, and are subject to certain forfeiture conditions.

Remarks:

Exhibit 24 - Power of Attorney

	/s/ Jeffrey H. Fox	08/26/2022
	** 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 5 (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.
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