0001159297-15-000047.txt : 20150706
0001159297-15-000047.hdr.sgml : 20150703
20150706151251
ACCESSION NUMBER: 0001159297-15-000047
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20150701
FILED AS OF DATE: 20150706
DATE AS OF CHANGE: 20150706
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: MEADWESTVACO Corp
CENTRAL INDEX KEY: 0001159297
STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621]
IRS NUMBER: 311797999
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 501 SOUTH 5TH STREET
STREET 2: MWV WORLD HEADQUARTERS
CITY: RICHMOND
STATE: VA
ZIP: 23219-0501
BUSINESS PHONE: 804-444-1000
MAIL ADDRESS:
STREET 1: 501 SOUTH 5TH STREET
STREET 2: MWV WORLD HEADQUARTERS
CITY: RICHMOND
STATE: VA
ZIP: 23219-0501
FORMER COMPANY:
FORMER CONFORMED NAME: MEADWESTVACO CORP
DATE OF NAME CHANGE: 20020129
FORMER COMPANY:
FORMER CONFORMED NAME: MW HOLDING CORP
DATE OF NAME CHANGE: 20010918
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Cox Donna O
CENTRAL INDEX KEY: 0001336982
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-31215
FILM NUMBER: 15973146
MAIL ADDRESS:
STREET 1: ONE HIGH RIDGE PARK
CITY: STAMFORD
STATE: CT
ZIP: 06905
4
1
edgar.xml
PRIMARY DOCUMENT
X0306
4
2015-07-01
0001159297
MEADWESTVACO Corp
MWV
0001336982
Cox Donna O
501 SOUTH 5TH STREET
RICHMOND
VA
23219-0501
0
1
0
0
Vice President - Communication
Common Stock
2015-07-01
4
D
0
11313
D
0
D
Common Stock
2015-07-01
4
D
0
2269
D
0
I
Employee Savings Plan
Common Stock
2015-07-01
4
D
0
5152.641
D
0
I
Deferred Income Plan
Non-Qualified Stock Option
54.76
2015-07-01
4
D
0
680
D
2025-02-23
Common Stock
680
0
D
Non-Qualified Stock Option
35.89
2015-07-01
4
D
0
6100
D
2024-02-24
Common Stock
6100
0
D
Non-Qualified Stock Option
33.57
2015-07-01
4
D
0
6342
D
2023-02-25
Common Stock
6342
0
D
Non-Qualified StockOption
27.33
2015-07-01
4
D
0
12531
D
2022-06-25
Common Stock
12531
0
D
Non-Qualified Stock Option
25.44
2015-07-01
4
D
0
13643
D
2021-02-28
Common Stock
13643
0
D
Non-Qualified Stock Option
20.65
2015-07-01
4
D
0
12478
D
2020-02-22
Common Stock
12478
0
D
Non-Qualified Stock Option
7.87
2015-07-01
4
D
0
8169
D
2019-02-23
Common Stock
8169
0
D
Non-Qualified Stock Option
23.57
2015-07-01
4
D
0
11485
D
2018-02-25
Common Stock
11485
0
D
Non-Qualified Stock Option
27.83
2015-07-01
4
D
0
9477
D
2017-02-26
Common Stock
9477
0
D
Performance-Based Restricted Stock Units
0
2015-07-01
4
A
0
483
0
A
Common Stock
483
483
D
Performance-Based Restricted Stock Units
0
2015-07-01
4
C
0
4006
0
A
Common Stock
4006
4006
D
Performance-Based Restricted Stock Units
0
2015-07-01
4
A
0
4430
0
A
Common Stock
4430
4430
D
Performance-Based Restricdted Stock Units
0
2015-07-01
4
D
0
483
D
Common Stock
483
0
D
Performance-Based Restricted Stock Units
0
2015-07-01
4
D
0
4006
D
Common Stock
4006
0
D
Performance-Based Restricted Stock Units
0
2015-07-01
4
D
0
4430
D
Common Stock
4430
0
D
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.
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.
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.
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.
This option to purchase shares of MWV common stock was fully vested at the time of the Merger.
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.
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.
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 Decem ber 31, 2016.
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.
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.
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.
John J. Carrara/poa
2015-07-06