0001636023-15-000014.txt : 20150702 0001636023-15-000014.hdr.sgml : 20150702 20150702195906 ACCESSION NUMBER: 0001636023-15-000014 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20150701 FILED AS OF DATE: 20150702 DATE AS OF CHANGE: 20150702 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WestRock Co CENTRAL INDEX KEY: 0001636023 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD CONTAINERS & BOXES [2650] IRS NUMBER: 473335141 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 504 THRASHER STREET CITY: NORCROSS STATE: GA ZIP: 30071 BUSINESS PHONE: 678-291-7456 MAIL ADDRESS: STREET 1: 504 THRASHER STREET CITY: NORCROSS STATE: GA ZIP: 30071 FORMER COMPANY: FORMER CONFORMED NAME: Rome-Milan Holdings, Inc. DATE OF NAME CHANGE: 20150309 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: GELLERSTEDT LAWRENCE L III CENTRAL INDEX KEY: 0001056731 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37484 FILM NUMBER: 15971753 MAIL ADDRESS: STREET 1: MARQUIS TOWER SUITE 245 STREET 2: 245 PEACHTREE CENTER AVENUE NE CITY: ATLANTA STATE: GA ZIP: 30303 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2015-07-01 0001636023 WestRock Co WRK 0001056731 GELLERSTEDT LAWRENCE L III 60 PIEDMONT AVENUE, FIRST FLOOR ATLANTA GA 30303 1 0 0 0 Class A Common Stock 2015-07-01 4 A 0 60061 A 60061 D Class A Common Stock 2015-07-01 4 A 0 146 0 A 146 I By Daughter "On July 1, 2015, WestRock Company ("WestRock", formerly Rome-Milan Holdings, Inc.), Rock-Tenn Company ("RockTenn") and MeadWestvaco Corporation ("MWV") consummated a business combination transaction (the "Combination"), as a result of which RockTenn and MWV each became a direct wholly owned subsidiary of WestRock. Pursuant to the terms of the Second Amended and Restated Business Combination Agreement, dated as of April 17, 2015 and amended as of May 5, 2015, by and among WestRock, RockTenn, MWV, Rome Merger Sub, Inc. and Milan Merger Sub, LLC, (i) each share of RockTenn Class A common stock issued and outstanding immediately prior to the effective time of the Combination was cancelled and converted into the right to receive, at the election of the RockTenn shareholder (but subject to certain proration procedures), either (A) one share of WestRock common stock or (B) cash in an amount equal to the volume weighted average price per share of RockTenn common stock on the New York Stock Exchange for the consecutive period over the five trading days immediately preceding (but not including) the third trading day prior to the effective time of the Combination, and (ii) each share of MWV common stock issued and outstanding immediately prior to the effective time of the Combination was cancelled and converted into the right to receive 0.78 shares of WestRock common stock (the "MWV Exchange Ratio"). Equity-based awards granted pursuant to RockTenn plans and MWV plans that were outstanding immediately prior to the effective time of the Combination were converted into corresponding awards in respect of WestRock common stock at the effective time of the Combination, subject to the same terms and conditions (including applicable vesting requirements) as were applicable to such awards prior to the consummation of the Combination; provided, that equity-based awards granted pursuant to MWV plans were adjusted to reflect the MWV Exchange Ratio." Robert B. McIntosh (Attorney-in-fact pursuant to power of attorney previously filed with SEC) 2015-07-01