0001127602-18-032320.txt : 20181106
0001127602-18-032320.hdr.sgml : 20181106
20181106193508
ACCESSION NUMBER: 0001127602-18-032320
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20181102
FILED AS OF DATE: 20181106
DATE AS OF CHANGE: 20181106
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: KAPLAN MATTHEW S
CENTRAL INDEX KEY: 0001074360
STATE OF INCORPORATION: IL
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33494
FILM NUMBER: 181164421
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: KAPSTONE PAPER & PACKAGING CORP
CENTRAL INDEX KEY: 0001325281
STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621]
IRS NUMBER: 202699372
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1000 ABERNATHY ROAD
CITY: ATLANTA
STATE: 2Q
ZIP: 30328
BUSINESS PHONE: 770-448-2193
MAIL ADDRESS:
STREET 1: 1000 ABERNATHY ROAD
CITY: ATLANTA
STATE: 2Q
ZIP: 30328
FORMER COMPANY:
FORMER CONFORMED NAME: KapStone Paper & Packaging CORP
DATE OF NAME CHANGE: 20070104
FORMER COMPANY:
FORMER CONFORMED NAME: Stone Arcade Acquisition CORP
DATE OF NAME CHANGE: 20050428
4
1
form4.xml
PRIMARY DOCUMENT
X0306
4
2018-11-02
1
0001325281
KAPSTONE PAPER & PACKAGING CORP
KS
0001074360
KAPLAN MATTHEW S
KAPSTONE PAPER AND PACKAGING CORPORATION
1101 SKOKIE BLVD., STE. 300
NORTHBROOK
IL
60062
1
1
President & CEO
Common Stock
2018-11-02
4
D
0
504172
D
0
I
Family trusts
Common Stock
2018-11-02
4
D
0
84066
D
2876573
D
Common Stock
2018-11-02
4
D
0
2876573
D
0
D
Stock Option (Right to Buy)
19.75
2018-11-02
4
D
0
107594
D
2022-03-07
Common Stock
107594
0
D
Stock Option (Right to Buy)
27.65
2018-11-02
4
D
0
90490
D
2023-03-06
Common Stock
90490
0
D
Stock Option (Right to Buy)
30.41
2018-11-02
4
D
0
55448
D
2024-03-12
Common Stock
55448
0
D
Stock Option (Right to Buy)
31.89
2018-11-02
4
D
0
89286
D
2025-03-26
Common Stock
89286
0
D
Stock Option (Right to Buy)
12.72
2018-11-02
4
D
0
96524
D
2026-03-18
Common Stock
96524
0
D
Stock Option (Right to Buy)
22.195
2018-11-02
4
D
0
154095
D
2027-03-07
Common Stock
154095
0
D
Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 28, 2018 among WestRock Company, a Delaware corporation, KapStone Paper and Packaging Corporation, a Delaware corporation ("KapStone"), Whiskey Holdco, Inc., a Delaware corporation and a wholly owned subsidiary of WestRock ("Holdco"), Whiskey Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdco, and Kola Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdco ("Merger Sub"), effective as of the effective time of the merger of Merger Sub with and into the Company (the "Merger"), these shares of Company common stock, par value $0.0001 per share, were converted into the right to receive, at the election of the stockholder, (i) $35.00 in cash, without interest thereon or (ii) 0.4981 shares of Holdco common stock.
Pursuant to the Merger Agreement, each restricted stock unit award was converted at the effective time of the Merger into a Holdco restricted stock unit award, on the same terms and conditions as were applicable to such KapStone restricted stock unit award immediately prior to the effective time of the Merger relating to the number of Holdco shares (rounded to the nearest whole share) determined by multiplying the number of KapStone shares subject to the KapStone restricted stock unit award by the Equity Award Exchange Ratio (as defined in the Merger Agreement).
The options vested 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date. They were granted on March 7, 2012.
Pursuant to the Merger Agreement, these options to purchase KapStone shares converted at the effective time of the Merger into an option to purchase, generally on the same terms and conditions as were applicable to such KapStone option immediately prior to the effective time of the Merger, a number of Holdco shares (rounded down to the nearest whole share) determined by multiplying the number of KapStone shares subject to the KapStone option by the Equity Award Exchange Ratio (as defined in the Merger Agreement), at an exercise price per share (rounded up to the nearest whole cent) determined by dividing the per-share exercise price of the KapStone option by the Equity Award Exchange Ratio.
The options vested 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date. They were granted on March 6, 2013.
The options vested 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date. They were granted on March 12, 2014.
The options vested 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date. They were granted on March 26, 2015.
The options vested 50% on the second anniversary of the grant date and the remaining 50% were scheduled to vest on the third anniversary of the grant date. They were granted on March 18, 2016.
The options were scheduled to vest 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date. They were granted March 7, 2017.
/s/ Timothy W. Schmidt, Attorney-in-Fact
2018-11-06