SC 13D/A

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

(Amendment No. 2)*

Verso Corporation

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

92531L207

(CUSIP Number of Class of Securities)

Michael O’Donnell, Esq.

Atlas FRM LLC

100 Northfield Street

Greenwich, Connecticut 06830

Telephone: (203) 622-9138

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copies to:

Steven A. Seidman, Esq.

Mark A. Cognetti, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019-6099

(212) 728-8000

October 8, 2019

(Date of Event which Requires Filing of this Schedule)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which 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 Rule 240.13d-7 for other parties to whom copies are to be sent.

* 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, as amended (the “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).

SCHEDULE 13D

CUSIP No. 92531L207					Page 2 of 16 Pages
1	NAME OF REPORTING PERSON Lapetus Capital II LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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 405,004(1)
			9	SOLE DISPOSITIVE POWER 0
			10	SHARED DISPOSITIVE POWER 405,004 (1)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 405,004 (1)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.17%(2)
14		TYPE OF REPORTING PERSON OO

(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock (as defined below) of the Issuer other than the common stock of the Issuer owned directly by such reporting person.

(2) All percentages of Common Stock (as defined below) outstanding contained herein are based on 34,691,315 shares of Common Stock outstanding as of July 31, 2019, according to the Form 10-Q filed by the Issuer with the SEC on August 8, 2019.

SCHEDULE 13D

CUSIP No. 92531L207					Page 3 of 16 Pages
1	NAME OF REPORTING PERSON Atlas Capital Resources II LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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 405,004 (1)
			9	SOLE DISPOSITIVE POWER 0
			10	SHARED DISPOSITIVE POWER 405,004 (1)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 405,004 (1)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.17%(2)
14		TYPE OF REPORTING PERSON PN

(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock (as defined below) of the Issuer other than the common stock of the Issuer owned directly by such reporting person.

(2) All percentages of Common Stock (as defined below) outstanding contained herein are based on 34,691,315 shares of Common Stock outstanding as of July 31, 2019, according to the Form 10-Q filed by the Issuer with the SEC on August 8, 2019.

SCHEDULE 13D

CUSIP No. 92531L207					Page 4 of 16 Pages
1	NAME OF REPORTING PERSON Atlas Capital GP II LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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 405,004 (1)
			9	SOLE DISPOSITIVE POWER 0
			10	SHARED DISPOSITIVE POWER 405,004 (1)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 405,004 (1)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.17%(2)
14		TYPE OF REPORTING PERSON PN

(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock (as defined below) of the Issuer other than the common stock of the Issuer owned directly by such reporting person.

(2) All percentages of Common Stock (as defined below) outstanding contained herein are based on 34,691,315 shares of Common Stock outstanding as of July 31, 2019, according to the Form 10-Q filed by the Issuer with the SEC on August 8, 2019.

SCHEDULE 13D

CUSIP No. 92531L207					Page 5 of 16 Pages
1	NAME OF REPORTING PERSON Atlas Capital Resources GP II LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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 405,004 (1)
			9	SOLE DISPOSITIVE POWER 0
			10	SHARED DISPOSITIVE POWER 405,004 (1)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 405,004 (1)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.17%(2)
14		TYPE OF REPORTING PERSON OO

(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock (as defined below) of the Issuer other than the common stock of the Issuer owned directly by such reporting person.

(2) All percentages of Common Stock (as defined below) outstanding contained herein are based on 34,691,315 shares of Common Stock outstanding as of July 31, 2019, according to the Form 10-Q filed by the Issuer with the SEC on August 8, 2019.

SCHEDULE 13D

CUSIP No. 92531L207					Page 6 of 16 Pages
1	NAME OF REPORTING PERSON Lapetus Capital III LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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 2,086,703(1)
			9	SOLE DISPOSITIVE POWER 0
			10	SHARED DISPOSITIVE POWER 2,086,703 (1)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,086,703 (1)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.01%(2)
14		TYPE OF REPORTING PERSON OO

(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock (as defined below) of the Issuer other than the common stock of the Issuer owned directly by such reporting person.

(2) All percentages of Common Stock (as defined below) outstanding contained herein are based on 34,691,315 shares of Common Stock outstanding as of July 31, 2019, according to the Form 10-Q filed by the Issuer with the SEC on August 8, 2019.

SCHEDULE 13D
CUSIP No. 92531L207					Page 7 of 16 Pages
1	NAME OF REPORTING PERSON Atlas Capital Resources III LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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 2,086,703 (1)
			9	SOLE DISPOSITIVE POWER 0
			10	SHARED DISPOSITIVE POWER 2,086,703 (1)
11		AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,086,703 (1)
12		CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13		PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.01%(2)
14		TYPE OF REPORTING PERSON PN

(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock (as defined below) of the Issuer other than the common stock of the Issuer owned directly by such reporting person.

(2) All percentages of Common Stock (as defined below) outstanding contained herein are based on 34,691,315 shares of Common Stock outstanding as of July 31, 2019, according to the Form 10-Q filed by the Issuer with the SEC on August 8, 2019.

SCHEDULE 13D
CUSIP No. 92531L207				Page 8 of 16 Pages
1	NAME OF REPORTING PERSON Atlas Capital GP III LP
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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 2,086,703 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 2,086,703 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,086,703 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.01%(2)
14	TYPE OF REPORTING PERSON PN

(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock (as defined below) of the Issuer other than the common stock of the Issuer owned directly by such reporting person.

(2) All percentages of Common Stock (as defined below) outstanding contained herein are based on 34,691,315 shares of Common Stock outstanding as of July 31, 2019, according to the Form 10-Q filed by the Issuer with the SEC on August 8, 2019.

SCHEDULE 13D

CUSIP No. 92531L207				Page 9 of 16 Pages
1	NAME OF REPORTING PERSON Atlas Capital Resources GP III LLC
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 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 2,086,703 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 2,086,703 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,086,703 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 6.01%(2)
14	TYPE OF REPORTING PERSON OO

(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock (as defined below) of the Issuer other than the common stock of the Issuer owned directly by such reporting person.

(2) All percentages of Common Stock (as defined below) outstanding contained herein are based on 34,691,315 shares of Common Stock outstanding as of July 31, 2019, according to the Form 10-Q filed by the Issuer with the SEC on August 8, 2019.

SCHEDULE 13D

CUSIP No. 92531L207				Page 10 of 16 Pages
1	NAME OF REPORTING PERSON Andrew M. Bursky
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 2,491,707(1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 2,491,707 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,491,707 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.18% (2)
14	TYPE OF REPORTING PERSON IN
(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock (as defined below) of the Issuer other than the common stock of the Issuer owned directly by such reporting person. (2) All percentages of Common Stock (as defined below) outstanding contained herein are based on 34,691,315 shares of Common Stock outstanding as of July 31, 2019, according to the Form 10-Q filed by the Issuer with the SEC on August 8, 2019.

SCHEDULE 13D

CUSIP No. 92531L207				Page 11 of 16 Pages
1	NAME OF REPORTING PERSON Timothy J. Fazio
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) ☐ (b) ☒
3	SEC USE ONLY
4	SOURCE OF FUNDS N/A
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6	CITIZENSHIP OR PLACE OF ORGANIZATION United States
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH		7	SOLE VOTING POWER 0
		8	SHARED VOTING POWER 2,491,707 (1)
		9	SOLE DISPOSITIVE POWER 0
		10	SHARED DISPOSITIVE POWER 2,491,707 (1)
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 2,491,707 (1)
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES ☐
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 7.18%(2)
14	TYPE OF REPORTING PERSON IN

(1) The reporting person expressly disclaims beneficial ownership with respect to any shares of Common Stock (as defined below) of the Issuer other than the common stock of the Issuer owned directly by such reporting person.

(2) All percentages of Common Stock (as defined below) outstanding contained herein are based on 34,691,315 shares of Common Stock outstanding as of July 31, 2019, according to the Form 10-Q filed by the Issuer with the SEC on August 8, 2019.

This Amendment No. 2 (“Amendment No. 2”) amends the Schedule 13D filed on September 20, 2019, (the “Original Schedule 13D”), as amended by Amendment No. 1 to the Schedule 13D filed on October 1, 2019 (“Amendment No. 1” and the Original Schedule 13D, as amended, the “Schedule 13D”), and relates to Class A common stock, par value $0.01 per share (“Common Stock”), of Verso Corporation (the “Issuer”). The Schedule 13D remains in full force and effect, except as specifically amended by this Amendment No. 2. Capitalized terms used but not otherwise defined shall have the respective meanings ascribed to such terms in the Schedule 13D.

Item 2.     Identity and Background

Item 2(a)(i) of the Schedule 13D is hereby amended and restated as follows:

“(i) Lapetus Capital II LLC, a Delaware limited liability company (“Lapetus II”). Lapetus II is the direct record owner of 100 shares of Common Stock of the Issuer, and direct beneficial owner of 405,004 shares of Common Stock of the Issuer;”

Item 2(a)(v) of the Schedule 13D is hereby amended and restated as follows:

“(v) Lapetus Capital III LLC, a Delaware limited liability company (“Lapetus III”). Lapetus III is the direct beneficial owner of 2,086,703 shares of Common Stock of the Issuer;”

Item 3. Source and Amount of Funds or Other Consideration

Item 3 of the Schedule 13D is hereby amended and restated as follows:

The 2,491,707 shares of Common Stock beneficially owned in the aggregate by the Reporting Persons were acquired in open market transactions. The Reporting Persons expended an aggregate of approximately $36.8 million to acquire the 2,491,707 shares of Common Stock reported as beneficially owned by them in this Schedule 13D, which purchases were made in part with working capital from capital contributions and/or funds from lines of credit in the ordinary course of business of certain of the Reporting Persons. No part of the purchase price is or will be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the securities.

Item 5. Interest in Securities of the Issuer

Items 5 (a) and (b) of the Schedule 13D are hereby amended and restated as follows:

In the aggregate, the Reporting Persons beneficially own, as of the date hereof, 2,491,707 shares of Common Stock, representing 7.18% of the outstanding shares. This amount includes 100 shares of Common Stock held in record by Lapetus II.

(i) Lapetus II has shared voting and dispositive power over 405,004 shares of Common Stock, including 100 shares of Common Stock held in record by Lapetus II, representing 1.17% of the outstanding shares;

(ii) ACR II has shared voting and dispositive power of 405,004 shares, in the aggregate, of Common Stock beneficially owned and held directly by Lapetus II, representing 1.17% of the outstanding shares;

(iii) AC GP II, by virtue of its status as the general partner of ACR II and certain other funds, has shared voting and dispositive power of 405,004 shares of Common Stock, representing 1.17% of the outstanding shares;

(iv) ACR GP II, by virtue of its status as the general partner of AC GP II, has shared voting and dispositive power of 405,004 shares of Common Stock, representing 1.17% of the outstanding shares;

(v) Lapetus III has shared voting and dispositive power over 2,086,703 shares of Common Stock, representing 6.01% of the outstanding shares;

(vi) ACR III has shared voting and dispositive power of 2,086,703 shares of Common Stock beneficially owned by Lapetus III, representing 6.01% of the outstanding shares;

(vii) AC GP III, by virtue of its status as the general partner of ACR III and certain other funds, has shared voting and dispositive power of 2,086,703 shares of Common Stock, representing 6.01% of the outstanding shares;

(viii) ACR GP III, by virtue of its status as the general partner of AC GP III, has shared voting and dispositive power of 2,086,703 shares of Common Stock, representing 6.01% of the outstanding shares;

(ix) each of Messrs. Bursky and Fazio, by virtue of his status as a manager and Managing Partner of ACR GP II and ACR GP III, has shared voting and dispositive power of 2,491,707 shares of Common Stock, representing 7.18% of the outstanding shares.

Each of the Reporting Persons expressly disclaims beneficial ownership with respect to any shares of Common Stock of the Issuer other than the Common Stock of the Issuer owned directly by such Reporting Person.

By virtue of the agreements and arrangements among the Reporting Persons and the Blue Wolf Persons described in this Schedule 13D, the Reporting Persons may be deemed members of a “group” (within the meaning of Rule 13d-5 under the Act) with the Blue Wolf Persons. Blue Wolf Capital Partners LLC, BW Coated LLC, Blue Wolf Capital Fund IV, L.P., Blue Wolf Capital Advisors IV, L.P., Blue Wolf Capital Advisors IV LLC and Adam Blumenthal (collectively, the “Blue Wolf Persons”) are filing a separate Schedule 13D reporting beneficial ownership of shares of Common Stock. Each of the Reporting Persons is responsible only for the information contained in this Schedule 13D and assumes no responsibility for information contained in any Schedule 13D or any amendment thereto filed by the Blue Wolf Persons.  The security interests reported in this Schedule 13D do not include security interests owned by the Blue Wolf Persons.  If the Reporting Persons and the Blue Wolf Persons are deemed to have formed a “group” (within the meaning of Rule 13d-5 under the Act), as of October 9, 2019 such group may be deemed to beneficially own an aggregate of 3,322,275 shares of Common Stock for the purpose of Rule 13d-3 under the Act, which would constitute approximately 9.58% of the issued and outstanding shares of Common Stock based on 34,691,315 shares of Common Stock outstanding as of July 31, 2019,  according to the Form 10-Q filed by the Issuer with the SEC on August 8, 2019.  The Reporting Persons expressly disclaim beneficial ownership of any shares of Common Stock or other securities held by the Blue Wolf Persons.

Item 5(c) of the Schedule 13D is hereby supplemented with the following:

Set forth on Schedule I hereto is a description of transactions with respect to the Common Stock effected by the Reporting Persons since September 30, 2019, the filing date of Amendment No. 1 through October 9, 2019.  Other than pursuant to the Stock Purchase Agreement described below, all such transactions were effected in the open market, and per share prices do not include any commissions paid in connection with such transactions. Except as set forth on Schedule I, none of the persons named in response to paragraph (a) has effected any transaction in the Common Stock since October 9, 2019.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Schedule 13D is hereby supplemented with the following:

On October 7, 2019, Lapetus II and Lapetus III (together, the “Lapetus Entities”) entered into a Stock Purchase Agreement (the “Stock Purchase Agreement”) with BW Coated LLC (“BW Coated”), pursuant to which the Lapetus Entities sold 395,905 shares of Common Stock of the Issuer to BW Coated.  For such shares, BW Coated paid an aggregate purchase price of $4,948,812.50 in cash at the closing and agreed to pay up to an additional $1,573,101.35 based on the subsequent sale of shares of Common Stock by BW Coated. The foregoing description of the Stock Purchase Agreement is a summary only and is qualified in its entirety by reference to the Stock Purchase Agreement which is filed as Exhibit 99.7 hereto and incorporated herein by reference.

Item 7.	Material to be Filed as Exhibits
99.7	Stock Purchase Agreement, dated as of October 7,2019, by and among Lapetus II, Lapetus III and BW Coated LLC.

 [Signatures on following page]

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, the undersigned certify that the information set forth in this statement is true, complete and correct.

Dated: October 10, 2019	Lapetus Capital II LLC
	By:	/s/ Timothy J. Fazio
	Name:	Timothy J. Fazio
	Title:	Vice President
Dated: October 10, 2019	Atlas Capital Resources II LP
		By: Atlas Capital GP II LP, its general partner
		By: Atlas Capital Resources GP II LLC, its general partner
	By:	/s/ Timothy J. Fazio
	Name:	Timothy J. Fazio
	Title:	Managing Partner
Dated: October 10, 2019	Atlas Capital GP II LP
		By: Atlas Capital Resources GP II LLC, its general partner
	By:	/s/ Timothy J. Fazio
	Name:	Timothy J. Fazio
	Title:	Managing Partner
Dated: October 10, 2019	Atlas Capital Resources GP II LLC
	By:	/s/ Timothy J. Fazio
	Name:	Timothy J. Fazio
	Title:	Managing Partner
Dated: October 10, 2019	Lapetus Capital III LLC
	By:	/s/ Timothy J. Fazio
	Name:	Timothy J. Fazio
	Title:	Vice President

Dated: October 10, 2019	Atlas Capital Resources III LP
		By: Atlas Capital GP II LP, its general partner
		By: Atlas Capital Resources GP II LLC, its general partner
	By:	/s/ Timothy J. Fazio
	Name:	Timothy J. Fazio
	Title:	Managing Partner
Dated: October 10, 2019	Atlas Capital GP III LP
		By: Atlas Capital Resources GP II LLC, its general partner
	By:	/s/ Timothy J. Fazio
	Name:	Timothy J. Fazio
	Title:	Managing Partner
Dated: October 10, 2019	Atlas Capital Resources GP III LLC
	By:	/s/ Timothy J. Fazio
	Name:	Timothy J. Fazio
	Title:	Managing Partner
Dated: October 10, 2019	/a/ Andrew M. Bursky
	Andrew M. Bursky
Dated: October 10, 2019	/s/ Timothy J. Fazio
	Timothy J. Fazio

 SCHEDULE I

Reporting Person	Trade Date	Shares Purchased (Sold)		Price
Lapetus Capital III LLC	10/1/2019		111,086	$	12.27361
Lapetus Capital III LLC	10/2/2019		4,457	$	12.26792
Lapetus Capital III LLC	10/4/2019		9,652	$	12.47153
Lapetus Capital II LLC	10/7/2019		(126,398)	$	12.5000
Lapetus Capital III LLC	10/7/2019		(269,507)	$	12.5000
Lapetus Capital III LLC	10/7/2019		43,389	$	12.47314
Lapetus Capital III LLC	10/8/2019		73,935	$	12.37975
Lapetus Capital III LLC	10/9/2019		49,247	$	12.24406

_________________________

¹ The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $12.14 to $12.50. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

² The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $12.14 to $12.50. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

³ The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $12.41 to $12.50. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

⁴ The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $12.39 to $12.50. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

⁵ The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $12.26 to $12.50. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

⁶ The reported price is a weighted average price. These shares were traded in multiple transactions at prices ranging from $12.07 to $12.37. The Reporting Persons undertake to provide the Staff, upon request, full information regarding the number of shares traded at each separate price within the ranges set forth in this footnote.

EX-99.7

Exhibit 99.7

STOCK PURCHASE AGREEMENT

This STOCK PURCHASE AGREEMENT, dated as of October 7, 2019 (this “Agreement”), by and between BW Coated LLC, a Delaware limited liability company (“Buyer”), and Lapetus Capital II LLC, a Delaware limited liability company (“Lapetus II”) and Lapetus Capital III LLC, a Delaware limited liability company (“Lapetus III” and together with Lapetus II, the “Sellers” and each a “Seller”).

A.Sellers own shares of Class A Common Stock, par value $0.01 per share (the “Common Stock”), of Verso Corporation, a Delaware corporation (the “Company”).

B.Each Seller wishes to sell to Buyer, and Buyer wishes to purchase from each Seller, the number of shares set forth opposite such Seller’s name on Annex I, the sum of which is equal to 395,905 shares of Common Stock in the aggregate and which shares, for the avoidance of doubt, shall not include the 100 shares of Common Stock of the Company that Lapetus II owns in record name (the “Purchased Shares”), on the terms and conditions set forth in this Agreement.

NOW, THEREFORE, the parties agree as follows:

1. Sale and Purchase of Shares.  Subject to the terms and conditions of this Agreement, at the Closing (as defined below), each Seller shall sell, assign, transfer, convey and deliver to Buyer, and Buyer shall accept and purchase from each Seller, the Purchased Shares being sold by such Seller as set forth opposite such Seller’s name on Annex I for a purchase price as set forth opposite such Seller’s name on Annex I (the “Purchase Price”), the sum of which is equal to $4,948,812.50 (the “Aggregate Purchase Price”).

2. Closing.  The closing of the sale and purchase of the Purchased Shares (the “Closing”) shall take place on October 7, 2019 or such other date as Sellers and Buyer may agree (the “Closing Date”).  At the Closing:

a. Each Seller shall deliver to Buyer the Purchased Shares in book-entry form through an “agent’s message” or such other method through the facilities of the Depository Trust Company (including through DTC’s Deposit and Withdrawal at Custodian service) for the account of Buyer, together with any rights and benefits attaching thereto from and after the Closing Date, free and clear of all liens, charges or other encumbrances; and

b. Buyer shall pay to each Seller an amount equal to the Purchase Price set forth opposite such Seller’s name on Annex I, in cash, by wire transfer of immediately available funds to a bank account designated by each Seller in writing.

3. Profit Sharing.  Buyer shall pay to each Seller an amount (the “Profit Sharing Amount”) equal to (i) the percentage set forth opposite such Seller’s name on Annex I (the “Percentage”) multiplied by (ii) an amount equal to (x) the aggregate purchase price received by Buyer for the first 395,905 shares of Common Stock sold by Buyer (in one or more transactions to one or more parties not affiliated with Buyer) from and after the Closing Date minus (y) Aggregate Purchase Price, provided that the Profit Sharing Amount for the Sellers shall not exceed $1,573,101.35 in the aggregate (for the avoidance of doubt,

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if the aggregate purchase price received by Buyer for the first 395,905 shares of Common Stock sold by Buyer from and after the Closing Date is equal to or less than the Aggregate Purchase Price, then the Profit Sharing Amount shall be equal to zero).  In the event the consideration for the sale of the shares of Common Stock is in stock or assets, then Buyer shall pay to each Seller its respective Percentage of the Profit Sharing Amount in cash based on the fair market value of the sold shares of Common Stock.  Buyer shall pay each Seller its respective Percentage of the Profit Sharing Amount in cash, by wire transfer of immediately available funds to a bank account designated by such Seller in writing at least two (2) business days prior to the date of such payment.

4. Miscellaneous.

a.Governing Law; Venue; No Jury Trial.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York applicable to contracts made and to be performed entirely within such State, without giving effect to any choice of law or conflicting provision or rule that would cause the laws of any jurisdiction other than the State of New York to be applied. The parties hereto agree that any suit, action or proceeding seeking to enforce any provision of, or based on any matter arising out of or in connection with this Agreement or the transactions contemplated hereby shall be brought exclusively in the United States District Court for the Southern District of New York or any New York State court sitting in New York City, so long as one  of such courts shall have subject matter jurisdiction over such suit, action or proceeding, and that any cause of action arising out of this Agreement shall be deemed to have arisen from a transaction of business in the State of New York, and each of the parties hereby irrevocably consents to the exclusive jurisdiction of such courts (and of the appropriate appellate courts therefrom) in such suit, action or proceeding and irrevocably waives, to the fullest extent permitted by law, any objection that it may now or hereafter have to the laying of venue of any such suit, action or proceeding in any such court or any such suit, action or proceeding brought in any such court has been brought in an inconvenient forum.  EACH OF THE PARTIES HERETO IRREVOCABLY WAIVES ANY AND ALL RIGHT TO TRIAL BY JURY IN ANY LEGAL PROCEEDING ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREBY.

b.Successors and Assigns.  This Agreement shall inure to the benefit of and be binding upon the successors and assigns of each of the parties hereto.  Neither this Agreement nor any of the rights, interests or obligations provided by this Agreement may be assigned or delegated by a party (whether by operation of law or otherwise) without the prior written consent of the other party, and any attempted assignment without such required consent shall be void; provided that either party hereto may assign any or all of its rights and obligations under this Agreement to one or more of its subsidiaries or affiliates; provided, further, that no such assignment shall release such party from any liability or obligation under this Agreement. Nothing in this Agreement, express or implied, is intended to confer upon any person other than Buyer or Sellers, or their successors or assigns, any rights or remedies under or by reason of this Agreement.

c.Amendment.  This Agreement may be amended, and the observance of any term of this Agreement may be waived, with (and only with) the written consent of Sellers and Buyer.

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d.Severability.  In the event that any part or parts of this Agreement shall be held illegal or unenforceable by any court or administrative body of competent jurisdiction, such determination shall not affect the remaining provisions of this Agreement which shall remain in full force and effect.

e.Counterparts.  This Agreement may be executed in two or more counterparts (including by facsimile), each of which shall be deemed an original and all of which together shall be considered one and the same agreement.

[Signature page follows]

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IN WITNESS WHEREOF, this Agreement has been executed by the parties hereto as of the date first above written.

Buyer:

BW COATED LLC

By: Blue Wolf Capital Fund IV, L.P., its sole member

By: Blue Wolf Capital Advisors IV, L.P., its general partner

By: Blue Wolf Capital Advisors IV, LLC, its general partner

By: /s/ Adam Blumenthal                                   

       Name:  Adam Blumenthal

         Title:  Managing Member

Sellers:

LAPETUS CAPITAL II LLC

By: /s/ Timothy J. Fazio                                     

        Name:  Timothy J. Fazio

          Title:  Vice President

LAPETUS CAPITAL III LLC

By: /s/ Timothy J. Fazio                                     

        Name:  Timothy J. Fazio

          Title:  Vice President

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ANNEX I

Seller	Purchased Shares	Purchase Price	Percentage
Lapetus Capital II LLC	126,398	$1,579,980.05	31.9264%
Lapetus Capital III LLC	269,507	$3,368,832.45	68.0736%
Total	395,905	$4,948,812.50	100.0000%

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