0001159297-15-000051.txt : 20150706 0001159297-15-000051.hdr.sgml : 20150703 20150706151435 ACCESSION NUMBER: 0001159297-15-000051 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: RAJKOWSKI E MARK CENTRAL INDEX KEY: 0001258268 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-31215 FILM NUMBER: 15973165 4 1 edgar.xml PRIMARY DOCUMENT X0306 4 2015-07-01 0001159297 MEADWESTVACO Corp MWV 0001258268 RAJKOWSKI E MARK 299 PARK AVENUE NEW YORK NY 10171 0 1 0 0 SENIOR VICE PRESIDENT & CFO Common Stock 2015-07-01 4 D 0 160917 D 0 D Common Stock 2015-07-01 4 D 0 4346 D 0 I Employer Stock Plan Common Stock 2015-07-01 4 D 0 12947.2008 D 0 I Deferred Income Plan Non-Qualified Stock Option 54.76 2015-07-01 4 D 0 4380 D 2025-02-23 CommonStock 4380 0 D Non-Qualified Stock Option 35.89 2015-07-01 4 D 0 43350 D 2024-02-24 Common Stock 43350 0 D Non-Qualified Stock Option 33.57 2015-07-01 4 D 0 42290 D 2023-02-25 Common Stock 42290 0 D Non-Qualified StockOption 27.33 2015-07-01 4 D 0 83609 D 2022-06-25 CommonStock 83609 0 D Non-Qualified Stock Option 25.44 2015-07-01 4 D 0 67955 D 2021-02-28 Common Stock 67955 0 D Non-Qualified Stock Option 20.65 2015-07-01 4 D 0 8079 D 2020-02-22 Common Stock 8079 0 D Non-Qualified Stock Option 20.65 2015-07-01 4 D 0 77918 D 2020-02-22 Common Stock 77918 0 D Non-Qualified Stock Option 23.57 2015-07-01 4 D 0 74662 D 2018-02-25 Common Stock 74662 0 D Non-Qualified Stock Option 27.83 2015-07-01 4 D 0 59841 D 2017-02-26 Common Stock 59841 0 D Performance- Based Restricted Stock Units 0 2015-07-01 4 A 0 3106 0 A Common Stock 3106 3106 D Performance-Based Restricted Stock Units 0 2015-07-01 4 A 0 28482 0 A Common Stock 28482 28482 D Performance-Based Restricted Stock Units 0 2015-07-01 4 A 0 29517 0 A Common Stock 29517 29517 D Performance-Based Restricted Stock Units 0 2015-07-01 4 D 0 3106 D Common Stock 3106 0 D Performance-Based Restricted Stock Units 0 2015-07-01 4 D 0 28482 D Common Stock 28482 0 D Performance-Based Restricted Stock units 0 2015-07-01 4 D 0 29517 D Common Stock 29517 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 December 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/dated 8/16/04 2015-07-06