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