0001599489-23-000156.txt : 20231130
0001599489-23-000156.hdr.sgml : 20231130
20231130120755
ACCESSION NUMBER: 0001599489-23-000156
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231130
FILED AS OF DATE: 20231130
DATE AS OF CHANGE: 20231130
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Leinbach Tracy A
CENTRAL INDEX KEY: 0001183546
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36479
FILM NUMBER: 231454731
MAIL ADDRESS:
STREET 1: C/O HASBRO, INC.
STREET 2: 1011 NEWPORT AVENUE
CITY: PAWTUCKET
STATE: RI
ZIP: 02861
FORMER NAME:
FORMER CONFORMED NAME: LEINBACH TRACY A
DATE OF NAME CHANGE: 20020828
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Veritiv Corp
CENTRAL INDEX KEY: 0001599489
STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PAPER AND PAPER PRODUCTS [5110]
IRS NUMBER: 463234977
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1000 ABERNATHY ROAD NE
STREET 2: BUILDING 400, SUITE 1700
CITY: ATLANTA
STATE: GA
ZIP: 30328
BUSINESS PHONE: (770) 391-8200
MAIL ADDRESS:
STREET 1: 1000 ABERNATHY ROAD NE
STREET 2: BUILDING 400, SUITE 1700
CITY: ATLANTA
STATE: GA
ZIP: 30328
FORMER COMPANY:
FORMER CONFORMED NAME: xpedx Holding Co
DATE OF NAME CHANGE: 20140207
4
1
wk-form4_1701364066.xml
FORM 4
X0508
4
2023-11-30
1
0001599489
Veritiv Corp
VRTV
0001183546
Leinbach Tracy A
1000 ABERNATHY ROAD NE
BUILDING 400, SUITE 1700
ATLANTA
GA
30328-3091
1
0
0
0
0
Common Stock
2023-11-30
4
D
0
10626
170
D
0
D
Phantom Stock
2023-11-30
4
D
0
18495
170
D
Common Stock
18495
0
D
Deferred Share Unit (Stock Settled)
2023-11-30
4
D
0
3274
170
D
Common Stock
3274
0
D
Pursuant to the Agreement and Plan of Merger, dated as of August 6, 2023 (as it has been or may be amended, supplemented, waived or otherwise modified in accordance with its terms, the "Merger Agreement") by and among Veritiv Corporation (the "Company"), Verde Purchaser, LLC, a Delaware limited liability company ("Parent") that is affiliated with Clayton, Dubilier & Rice, LLC, and Verde Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent, on November 30, 2023 (the "Effective Time"), each issued and outstanding share of the Company's common stock, par value $0.01 per share ("Common Stock"), was cancelled and converted into the right to receive $170 per share in cash, without interest (the "Merger Consideration").
Each dividend equivalent right is the economic equivalent of one share of Common Stock.
The dividend equivalent rights accrued on phantom stock previously granted to the reporting person, and are fully vested and non-forfeitable on the grant date and shall be paid to the reporting person in shares of Common Stock on the elected distribution date under the Veritiv Corporation Deferred Compensation Savings Plan, in the case of phantom stock, or within 30 days after the reporting person's termination of service as a director, in the case of deferred stock units.
Each outstanding award (i) of deferred stock units of the Company and (ii) phantom stock units of the Company, whether settleable in shares of Common Stock or cash, were canceled, and each holder will receive an amount in cash equal to (i) the Merger Consideration per share of Common Stock multiplied by (ii) the number of shares of Common Stock subject to each such award, together with any cash dividends accrued.
/s/ Susan B. Salyer, Attorney-in-Fact for Tracy A. Leinbach
2023-11-30