SC 13D/A 1 sc13da206297133_07012015.htm AMENDMENT NO. 2 TO THE SCHEDULE 13D sc13da206297133_07012015.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D
(Rule 13d-101)

INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
§ 240.13d-2(a)

(Amendment No. 2)1

MeadWestvaco Corporation
(Name of Issuer)

Common Stock, $0.01 par value per share
(Title of Class of Securities)

583334107
(CUSIP Number)
 
JEFFREY C. SMITH
STARBOARD VALUE LP
777 Third Avenue, 18th Floor
New York, New York 10017
(212) 845-7977

STEVE WOLOSKY, ESQ.
OLSHAN FROME WOLOSKY LLP
Park Avenue Tower
65 East 55th Street
New York, New York 10022
(212) 451-2300
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

July 1, 2015
(Date of Event Which Requires Filing of This Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ¨.

Note:  Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits.  See § 240.13d-7 for other parties to whom copies are to be sent.


_______________
1              The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
 
 
 

 
CUSIP NO. 583334107
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
PN

 
2

 
CUSIP NO. 583334107
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
CAYMAN ISLANDS
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
CO

 
3

 
CUSIP NO. 583334107
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE AND OPPORTUNITY S LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
OO

 
4

 
CUSIP NO. 583334107
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE AND OPPORTUNITY C LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
PN

 
5

 
CUSIP NO. 583334107
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE R LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
PN

 
6

 
CUSIP NO. 583334107
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE R GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
OO

 
7

 
CUSIP NO. 583334107
 
1
NAME OF REPORTING PERSON
 
STARBOARD LEADERS BRAVO LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
OO

 
8

 
CUSIP NO. 583334107
 
1
NAME OF REPORTING PERSON
 
STARBOARD LEADERS FUND LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
PN

 
9

 
CUSIP NO. 583334107
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE A LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
PN

 
10

 
CUSIP NO. 583334107
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE A GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
OO

 
11

 
CUSIP NO. 583334107
 
1
NAME OF REPORTING PERSON
 
STARBOARD VALUE GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
OO

 
12

 
CUSIP NO. 583334107
 
1
NAME OF REPORTING PERSON
 
STARBOARD PRINCIPAL CO LP
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
PN

 
13

 
CUSIP NO. 583334107
 
1
NAME OF REPORTING PERSON
 
STARBOARD PRINCIPAL CO GP LLC
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
DELAWARE
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
OO

 
14

 
CUSIP NO. 583334107
 
1
NAME OF REPORTING PERSON
 
JEFFREY C. SMITH
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN

 
15

 
CUSIP NO. 583334107
 
1
NAME OF REPORTING PERSON
 
MARK R. MITCHELL
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN

 
16

 
CUSIP NO. 583334107
 
1
NAME OF REPORTING PERSON
 
PETER A. FELD
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN

 
17

 
CUSIP NO. 583334107
 
1
NAME OF REPORTING PERSON
 
STEVEN J. KLINGER
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN

 
18

 
CUSIP NO. 583334107
 
1
NAME OF REPORTING PERSON
 
GEORGE W. WURTZ, III
2
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
  (a) o
  (b) o
3
SEC USE ONLY
 
4
SOURCE OF FUNDS
 
 
5
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
 
¨
6
CITIZENSHIP OR PLACE OF ORGANIZATION
 
USA
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
7
SOLE VOTING POWER
 
- 0 -
8
SHARED VOTING POWER
 
- 0 -
9
SOLE DISPOSITIVE POWER
 
- 0 -
10
SHARED DISPOSITIVE POWER
 
- 0 -
11
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
 
- 0 -
12
CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
 
o
13
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
 
0%
14
TYPE OF REPORTING PERSON
 
IN

 
19

 
CUSIP NO. 583334107
 
The following constitutes Amendment No. 2 to the Schedule 13D filed by the undersigned (the “Amendment No. 2”).  This Amendment No. 2 amends the Schedule 13D as specifically set forth herein.
 
Item 4.
Purpose of Transaction.
 
Item 4 is hereby amended to add the following:
 
On July 1, 2015, pursuant to that certain Second Amended and Restated Business Combination Agreement, dated as of April 17, 2015, as amended on May 5, 2015 (the “Business Combination Agreement”), by and among the Issuer, WestRock Company (formerly known as Rome-Milan Holdings, Inc.), a Delaware corporation (“WestRock”), Rock-Tenn Company, a Georgia corporation, Rome Merger Sub, Inc., a Georgia corporation and wholly owned subsidiary of WestRock, and Milan Merger Sub, LLC, a Delaware limited liability company and wholly owned subsidiary of WestRock (“MWV Merger Sub”), MWV Merger Sub merged with and into the Issuer, with the Issuer surviving the merger as a wholly owned subsidiary of WestRock (the “Merger”).  Effective as of the close of business on July 1, 2015, each Share owned by the Reporting Persons was converted into 0.78 shares of common stock of WestRock pursuant to the Business Combination Agreement.  Accordingly, as a result of the Merger, the Reporting Persons own less than 5% of the outstanding shares of WestRock and no longer beneficially own any securities of the Issuer.
 
Item 5.
Interest in Securities of the Issuer.
 
Items 5(a)-(e) are hereby amended and restated to read as follows:
 
(a)-(b) Effective as of the close of business on July 1, 2015, as a result of the Merger, each Share owned by the Reporting Persons was converted into 0.78 shares of common stock of WestRock pursuant to the Business Combination Agreement.  Accordingly, the Reporting Persons no longer beneficially own any securities of the Issuer.
 
(c) The transactions in the Shares by the Reporting Persons during the past sixty (60) days are set forth in Schedule A and are incorporated herein by reference.
 
(d) Not applicable.
 
(e) As of the close of business on July 1, 2015, the Reporting Persons ceased to be the beneficial owners of more than 5% of the Shares of the Issuer.
 
 
20

 
CUSIP NO. 583334107
 

 
SIGNATURES
 
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
 
Dated:  July 2, 2015
 
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
By: Starboard Value LP,
       its investment manager
 
STARBOARD VALUE AND OPPORTUNITY S LLC
By: Starboard Value LP,
       its manager
 
STARBOARD VALUE AND OPPORTUNITY C LP
By: Starboard Value R LP,
       its general partner
 
STARBOARD VALUE R LP
By: Starboard Value R GP LLC,
       its general partner
 
STARBOARD LEADERS BRAVO LLC
By: Starboard Value A LP,
      its managing member
 
STARBOARD LEADERS FUND LP
By: Starboard Value A LP,
       its general partner
 
 
 
 
STARBOARD VALUE A LP
By: Starboard Value A GP LLC,
      its general partner
 
STARBOARD VALUE LP
By: Starboard Value GP LLC,
       its general partner
 
STARBOARD VALUE GP LLC
By: Starboard Principal Co LP,
       its member
 
STARBOARD PRINCIPAL CO LP
By: Starboard Principal Co GP LLC,
       its general partner
 
STARBOARD PRINCIPAL CO GP LLC
 
STARBOARD VALUE A GP LLC
 
STARBOARD VALUE R GP LLC

By:
/s/ Jeffrey C. Smith
 
Name:
Jeffrey C. Smith
 
Title:
Authorized Signatory

 
 
/s/ Jeffrey C. Smith
JEFFREY C. SMITH
Individually and as attorney-in-fact for Mark R. Mitchell, Peter A. Feld, Steven J. Klinger and George W. Wurtz, III

 
21

 
CUSIP NO. 583334107
 
SCHEDULE A
 
Transactions in the Shares During the Past Sixty Days
 
Nature of the Transaction
Amount of Securities
Purchased/(Sold)
Price Per
Security ($)
Date of
Purchase/Sale
 
STARBOARD VALUE AND OPPORTUNITY MASTER FUND LTD
 
Purchase of Cash-Settled Total Return Swap
100,000
49.6802
05/01/2015
Purchase of Cash-Settled Total Return Swap
65,600
47.9948
05/05/2015
Purchase of Cash-Settled Total Return Swap
1,045,059
50.7100
05/18/2015
Sale of Cash-Settled Total
Return Swap
(56,164)
50.7100
05/18/2015
Sale of Cash-Settled Total
Return Swap
(988,895)
50.7100
05/18/2015
Sale of Common Stock
(37,036)
50.9774
05/19/2015
Sale of Common Stock
(25,542)
51.1100
05/19/2015
Sale of Common Stock
(65,133)
51.0992
05/19/2015
Sale of Common Stock
(25,542)
51.1873
05/20/2015
Sale of Common Stock
(38,313)
51.2126
05/20/2015
Sale of Common Stock
(25,542)
51.1488
05/21/2015
Sale of Common Stock
(51,084)
51.5766
05/22/2015
Sale of Common Stock
(25,542)
51.4477
05/22/2015
Sale of Common Stock
(51,084)
51.3514
05/26/2015
Sale of Common Stock
(25,542)
51.2387
05/26/2015
Sale of Cash-Settled Total
Return Swap
(63,856)
51.3689
05/27/2015
Sale of Cash-Settled Total
Return Swap
(38,313)
51.3314
05/28/2015
Sale of Cash-Settled Total
Return Swap
(89,398)
50.9901
05/29/2015
Purchase of Cash-Settled Total Return Swap
217,812
48.8461
06/04/2015
Purchase of Cash-Settled Total Return Swap
18,151
49.4448
06/05/2015
Purchase of Cash-Settled Total Return Swap
18,151
49.3619
06/09/2015
Sale of Cash-Settled Total
Return Swap
(26,270)
50.6557
06/19/2015
Purchase of Cash-Settled Total Return Swap
18,151
48.4897
06/22/2015
Purchase of Cash-Settled Total Return Swap
71,864
47.6060
06/29/2015
Purchase of Cash-Settled Total Return Swap
215,593
47.5611
06/30/2015
Purchase of Cash-Settled Total Return Swap
36,730
47.9840
07/01/2015
 
 
 

 
CUSIP NO. 583334107
 
STARBOARD VALUE AND OPPORTUNITY S LLC

Purchase of Common Stock
12,000
47.9948
05/05/2015
Sale of Common Stock
(7,361)
50.9774
05/19/2015
Sale of Common Stock
(5,077)
51.1100
05/19/2015
Sale of Common Stock
(12,946)
51.0992
05/19/2015
Sale of Common Stock
(5,077)
51.1873
05/20/2015
Sale of Common Stock
(7,615)
51.2126
05/20/2015
Sale of Common Stock
(5,077)
51.1488
05/21/2015
Sale of Common Stock
(10,154)
51.5766
05/22/2015
Sale of Common Stock
(5,077)
51.4477
05/22/2015
Sale of Common Stock
(10,154)
51.3514
05/26/2015
Sale of Common Stock
(5,077)
51.2387
05/26/2015
Sale of Common Stock
(12,692)
51.3689
05/27/2015
Sale of Common Stock
(7,615)
51.3314
05/28/2015
Sale of Common Stock
(17,768)
50.9901
05/29/2015
Purchase of Common Stock
36,408
48.8461
06/04/2015
Purchase of Common Stock
3,034
49.4448
06/05/2015
Purchase of Common Stock
3,034
49.3619
06/09/2015
Sale of Common Stock
(5,144)
50.6557
06/19/2015
Purchase of Common Stock
3,034
48.4897
06/22/2015
Purchase of Common Stock
12,013
47.6060
06/29/2015
Purchase of Common Stock
36,039
47.5611
06/30/2015
Purchase of Common Stock
5,741
47.9840
07/01/2015

STARBOARD VALUE AND OPPORTUNITY C LP
 
Purchase of Common Stock
6,600
47.9948
05/05/2015
Sale of Common Stock
(4,064)
50.9774
05/19/2015
Sale of Common Stock
(2,803)
51.1100
05/19/2015
Sale of Common Stock
(7,148)
51.0992
05/19/2015
Sale of Common Stock
(2,803)
51.1873
05/20/2015
Sale of Common Stock
(4,205)
51.2126
05/20/2015
Sale of Common Stock
(2,803)
51.1488
05/21/2015
Sale of Common Stock
(5,606)
51.5766
05/22/2015
Sale of Common Stock
(2,803)
51.4477
05/22/2015
Sale of Common Stock
(5,606)
51.3514
05/26/2015
Sale of Common Stock
(2,803)
51.2387
05/26/2015
 
 
 

 
CUSIP NO. 583334107
 
Sale of Common Stock
(7,008)
51.3689
05/27/2015
Sale of Common Stock
(4,205)
51.3314
05/28/2015
Sale of Common Stock
(9,811)
50.9901
05/29/2015
Purchase of Common Stock
19,977
48.8461
06/04/2015
Purchase of Common Stock
1,665
49.4448
06/05/2015
Purchase of Common Stock
1,665
49.3619
06/09/2015
Sale of Common Stock
(2,839)
50.6557
06/19/2015
Purchase of Common Stock
1,665
48.4897
06/22/2015
Purchase of Common Stock
6,591
47.6060
06/29/2015
Purchase of Common Stock
19,773
47.5611
06/30/2015
Purchase of Common Stock
3,136
47.9840
07/01/2015

STARBOARD LEADERS BRAVO LLC

Purchase of Cash-Settled Total Return Swap
360,042
50.7100
05/18/2015
Sale of Cash-Settled Total
Return Swap
(360,042)
50.7100
05/18/2015
Sale of Common Stock
(50,797)
50.9774
05/19/2015
Sale of Common Stock
(35,032)
51.1100
05/19/2015
Sale of Common Stock
(89,332)
51.0992
05/19/2015
Sale of Common Stock
(35,032)
51.1873
05/20/2015
Sale of Common Stock
(52,548)
51.2126
05/20/2015
Sale of Common Stock
(35,032)
51.1488
05/21/2015
Sale of Common Stock
(70,064)
51.5766
05/22/2015
Sale of Common Stock
(35,032)
51.4477
05/22/2015
Sale of Common Stock
(70,064)
51.3514
05/26/2015
Sale of Common Stock
(35,032)
51.2387
05/26/2015
Sale of Cash-Settled Total
Return Swap
(87,580)
51.3689
05/27/2015
Sale of Cash-Settled Total
Return Swap
(52,549)
51.3314
05/28/2015
Sale of Cash-Settled Total
Return Swap
(122,611)
50.9901
05/29/2015
Purchase of Cash-Settled Total Return Swap
277,794
48.8461
06/04/2015
Purchase of Cash-Settled Total Return Swap
23,149
49.4448
06/05/2015
Purchase of Cash-Settled Total Return Swap
23,149
49.3619
06/09/2015
Sale of Cash-Settled Total
Return Swap
(35,794)
50.6557
06/19/2015
Purchase of Cash-Settled Total Return Swap
23,149
48.4897
06/22/2015
 
 
 

 
CUSIP NO. 583334107
 
Purchase of Cash-Settled Total Return Swap
93,692
47.6060
06/29/2015
Purchase of Cash-Settled Total Return Swap
281,075
47.5611
06/30/2015
Purchase of Cash-Settled Total Return Swap
46,845
47.9840
07/01/2015

STARBOARD VALUE LP
(Through the Starboard Value LP Accounts)
 
 
Purchase of Common Stock
15,800
47.9948
05/05/2015
Sale of Common Stock
(45,742)
50.9774
05/19/2015
Sale of Common Stock
(31,546)
51.1100
05/19/2015
Sale of Common Stock
(80,441)
51.0992
05/19/2015
Sale of Common Stock
(31,546)
51.1873
05/20/2015
Sale of Common Stock
(47,319)
51.2126
05/20/2015
Sale of Common Stock
(31,546)
51.1488
05/21/2015
Sale of Common Stock
(63,092)
51.5766
05/22/2015
Sale of Common Stock
(31,546)
51.4477
05/22/2015
Sale of Common Stock
(63,092)
51.3514
05/26/2015
Sale of Common Stock
(31,546)
51.2387
05/26/2015
Sale of Common Stock
(78,864)
51.3689
05/27/2015
Sale of Common Stock
(47,318)
51.3314
05/28/2015
Sale of Common Stock
(110,412)
50.9901
05/29/2015
Purchase of Common Stock
48,009
48.8461
06/04/2015
Purchase of Common Stock
4,001
49.4448
06/05/2015
Purchase of Common Stock
4,001
49.3619
06/09/2015
Sale of Common Stock
(29,953)
50.6557
06/19/2015
Purchase of Common Stock
4,001
48.4897
06/22/2015
Sale of Common Stock
(93,100)
49.3127
06/24/2015
Purchase of Common Stock
15,840
47.6060
06/29/2015
Purchase of Common Stock
47,520
47.5611
06/30/2015
Purchase of Common Stock
7,548
47.9840
07/01/2015