0001104659-22-084224.txt : 20220729 0001104659-22-084224.hdr.sgml : 20220729 20220729160834 ACCESSION NUMBER: 0001104659-22-084224 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20220706 FILED AS OF DATE: 20220729 DATE AS OF CHANGE: 20220729 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Free Jason T CENTRAL INDEX KEY: 0001837388 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-32240 FILM NUMBER: 221120858 MAIL ADDRESS: STREET 1: 3460 PRESTON RIDGE ROAD STREET 2: SUITE 600 CITY: ALPHARETTA STATE: GA ZIP: 30005 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Neenah Inc CENTRAL INDEX KEY: 0001296435 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 201308307 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 3460 PRESTON RIDGE ROAD CITY: ALPHARETTA STATE: GA ZIP: 30005 BUSINESS PHONE: 678-566-6500 MAIL ADDRESS: STREET 1: 3460 PRESTON RIDGE ROAD CITY: ALPHARETTA STATE: GA ZIP: 30005 FORMER COMPANY: FORMER CONFORMED NAME: Neenah Paper Inc DATE OF NAME CHANGE: 20040706 4 1 tm2221490-2_4seq1.xml OWNERSHIP DOCUMENT X0306 4 2022-07-06 1 0001296435 Neenah Inc NP 0001837388 Free Jason T 3460 PRESTON RIDGE ROAD, SUITE 600 ALPHARETTA GA 30005 0 1 0 0 EVP, Operations Common Stock 2022-07-06 4 D 0 736 D 0 D Common Stock 2022-07-06 4 D 0 2474 D 0 D Performance Share Units 2022-07-06 4 D 0 7064 D Common Stock 7064 0 D Stock Appreciation Rights 2022-07-06 4 D 0 600 D 2024-01-27 Common Stock 600 0 D Stock Appreciation Rights 2022-07-06 4 D 0 1154 D 2026-01-25 Common Stock 1154 0 D Stock Appreciation Rights 2022-07-06 4 D 0 750 D 2023-01-28 Common Stock 750 0 D Stock Appreciation Rights 2022-07-06 4 D 0 1266 D 2027-01-29 Common Stock 1266 0 D Stock Appreciation Rights 2022-07-06 4 D 0 590 D 2025-01-26 Common Stock 590 0 D Stock Appreciation Rights 2022-07-06 4 D 0 1611 D 2028-01-30 Common Stock 1611 0 D These shares of common stock were disposed of pursuant to the Agreement and Plan of Merger, dated as of March 28, 2022 (the "Merger Agreement") by and among Neenah, Inc. ("Neenah"), Samurai Warrior Merger Sub, Inc. and Mativ Holdings, Inc. (f/k/a Schweitzer-Mauduit International, Inc., "Mativ") in exchange for shares of Mativ common stock, at a rate of 1.358 shares of Mativ common stock for each share of Neenah common stock. The closing price of Mativ common stock on the New York Stock Exchange on July 6, 2022, the effective date of the merger (the "Effective Date"), was $22.41. These shares were subject to Neenah restricted stock units, which, pursuant to the Merger Agreement on the Effective Date, automatically converted into Mativ restricted stock units in respect of that number of shares of Mativ common stock (rounded down to the nearest whole share) equal to the product of the number of shares of Neenah common stock subject to the Neenah restricted stock unit award immediately prior to the Effective Time and 1.358. Each such Mativ restricted stock unit award is subject to the same terms and conditions as applied to the corresponding Neenah restricted stock unit award immediately prior to the Effective Time. Pursuant to the Merger Agreement, on the Effective Date, these Neenah performance share units automatically converted into Mativ restricted stock unit awards with respect to that number of shares of Mativ common stock (rounded down to the nearest whole share) equal to the product of the number of shares of Neenah common stock subject to such Neenah performance share units immediately prior to the Effective Time and 1.358 and are convertible into shares of Mativ common stock on a one-for-one basis on the applicable vesting dates. Each such Mativ restricted stock unit award is scheduled to cliff vest, subject to continued service, on the last day of the originally scheduled performance period, but subject to earlier payment and vesting in accordance with the applicable Neenah performance share award agreement. Otherwise, each such Mativ restricted stock unit award is subject to the same terms and conditions as applied to the corresponding Neenah performance share award immediately prior to the Effective Time. The performance share units do not have an expiration date. Pursuant to the Merger Agreement, on the Effective Date, these Neenah stock appreciation rights automatically converted into Mativ stock appreciation rights with respect to that numbers of shares of Mativ common stock (rounded down to the nearest whole share) equal to the product of the number of shares of Neenah common stock subject to such stock appreciation rights immediately prior to the Effective Time and 1.358; provided, however, that the exercise price and the number of shares of SWM Common Stock will be determined in a manner consistent with the requirements of Section 409A of the Code. Pursuant to the Merger Agreement, on the Effective Date, these Neenah stock appreciation rights automatically converted into Mativ stock appreciation rights with respect to that number of shares of Mativ common stock (rounded down to the nearest whole share) equal to the product of the number of shares of Neenah common stock subject to such Neenah stock appreciation rights immediately prior to the Effective Time and 1.358. The Stock Appreciation Rights are fully vested. /s/ Jason T. Free 2022-07-29