0001104659-24-078730.txt : 20240709
0001104659-24-078730.hdr.sgml : 20240709
20240709215249
ACCESSION NUMBER: 0001104659-24-078730
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20240705
FILED AS OF DATE: 20240709
DATE AS OF CHANGE: 20240709
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: BERNLOHR TIMOTHY J
CENTRAL INDEX KEY: 0001286593
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-42161
FILM NUMBER: 241108590
MAIL ADDRESS:
STREET 1: 90 EAST HALSEY RD.
CITY: PARSIPPANY
STATE: NJ
ZIP: 07054
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Smurfit WestRock plc
CENTRAL INDEX KEY: 0002005951
STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD CONTAINERS & BOXES [2650]
ORGANIZATION NAME: 04 Manufacturing
IRS NUMBER: 000000000
STATE OF INCORPORATION: L2
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: BEECH HILL
STREET 2: CLONSKEAGH
CITY: DUBLIN 4
STATE: L2
ZIP: D04 N2R2
BUSINESS PHONE: 353 1 202 7000
MAIL ADDRESS:
STREET 1: BEECH HILL
STREET 2: CLONSKEAGH
CITY: DUBLIN 4
STATE: L2
ZIP: D04 N2R2
FORMER COMPANY:
FORMER CONFORMED NAME: Smurfit WestRock Ltd
DATE OF NAME CHANGE: 20231226
4
1
tm2419140-15_4seq1.xml
OWNERSHIP DOCUMENT
X0508
4
2024-07-05
0
0002005951
Smurfit WestRock plc
SW
0001286593
BERNLOHR TIMOTHY J
BEECH HILL
CLONSKEAGH
DUBLIN 4
L2
D04 N2R2
IRELAND
1
0
0
0
0
Ordinary Shares
2024-07-05
4
A
0
45666
A
45666
D
Ordinary Shares
2024-07-05
4
A
0
4190
A
49856
D
Pursuant to the Transaction Agreement, dated as of September 12, 2023 (the "Transaction Agreement"), by and among Smurfit Kappa Group plc, Smurfit WestRock plc (formerly Smurfit WestRock Limited and prior to that known as Cepheidway Limited, "Smurfit WestRock"), Sun Merger Sub, LLC ("Merger Sub") and WestRock Company ("WestRock"), on July 5, 2024, Merger Sub merged with and into WestRock (the "Merger"). Pursuant to the Merger, each share of WestRock common stock ("WestRock Common Stock") held by the Reporting Person was converted into the right to receive one ordinary share of Smurfit WestRock, par value $0.001 per share (each a "Smurfit WestRock Share"), plus $5.00 in cash (the "Merger Consideration") at the effective time of the Merger (the "Merger Effective Time").
Pursuant to the Transaction Agreement, at the Merger Effective Time, each restricted stock unit award in respect of shares of WestRock Common Stock held by the Reporting Person became fully vested and entitled to receive the Merger Consideration (subject to any deferred payment or settlement as required by Section 409A of the Code).
/s/ Ciara O'Riordan, attorney-in-fact for Timothy J. Bernlohr
2024-07-09