0001062993-24-013542.txt : 20240708 0001062993-24-013542.hdr.sgml : 20240708 20240708170113 ACCESSION NUMBER: 0001062993-24-013542 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240705 FILED AS OF DATE: 20240708 DATE AS OF CHANGE: 20240708 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: O'Neal John L CENTRAL INDEX KEY: 0001464827 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38736 FILM NUMBER: 241105646 MAIL ADDRESS: STREET 1: 1155 PERIMETER CENTER WEST CITY: ATLANTA STATE: GA ZIP: 30338 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WestRock Co CENTRAL INDEX KEY: 0001732845 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD CONTAINERS & BOXES [2650] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 371880617 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 1000 ABERNATHY ROAD NE CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 678-291-7456 MAIL ADDRESS: STREET 1: 1000 ABERNATHY ROAD NE CITY: ATLANTA STATE: GA ZIP: 30328 FORMER COMPANY: FORMER CONFORMED NAME: Whiskey Holdco, Inc. DATE OF NAME CHANGE: 20180227 4 1 form4.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES X0508 4 2024-07-05 1 0001732845 WestRock Co WRK 0001464827 O'Neal John L 1000 ABERNATHY ROAD NE SUITE 125 ATLANTA GA 30328 0 1 0 0 President, Global Paper 0 Common Stock 2024-07-05 4 D 0 46748.0 D 0 D Common Stock 2024-07-05 4 D 0 13817.1 D 0 D Employee option (right to buy) 57.97 2024-07-05 4 D 0 288 D 2015-03-09 2025-01-30 Common Stock 288 0 D Employee option (right to buy) 56.05 2024-07-05 4 D 0 1757 D 2015-08-05 2025-01-30 Common Stock 1757 0 D Employee option (right to buy) 29.80 2024-07-05 4 D 0 8134 D 2016-02-02 2026-02-02 Common Stock 8134 0 D Pursuant to the Transaction Agreement, dated as of September 12, 2023, by and among the Issuer, Smurfit Kappa Group plc, Smurfit Westrock plc (formerly known as Smurfit WestRock Limited, "Smurfit Westrock"), and Sun Merger Sub, LLC (the "Transaction Agreement"), at the Merger Effective Time (as defined in the Transaction Agreement), each share of the Issuer's common stock held by the Reporting Person was cancelled and automatically converted into the right to receive, without interest and less applicable withholding taxes, one ordinary share of Smurfit Westrock and $5.00 in cash. Includes dividend equivalents exempt from Section 16 that were credited since the Reporting Person's most recent Form 4. Pursuant to the Transaction Agreement, at the Merger Effective Time, each outstanding award of time-based restricted stock units ("RSUs") of the Issuer ("Issuer RSUs") held by the Reporting Person was assumed by Smurfit Westrock and converted into (a) an award of time-based RSUs corresponding to the number of ordinary shares of Smurfit Westrock (rounded down to the nearest whole number of ordinary shares) equal to the number of shares of the Issuer's common stock subject to such Issuer RSUs as of immediately prior to the Merger Effective Time, and (b) an unvested $5 cash award with respect to each such Issuer RSU. Each award in (a) and (b) will be subject to the same terms and conditions (including vesting schedules) as applied to the Issuer RSUs immediately prior to the Merger Effective Time. Pursuant to the Transaction Agreement, at the Merger Effective Time, each option to purchase shares of Issuer common stock ("Issuer Option") held by the Reporting Person was assumed by Smurfit Westrock and converted into an option ("Smurfit Westrock Option") to acquire (a) that number of whole ordinary shares of Smurfit Westrock (rounded down to the nearest whole number of ordinary shares) equal to the product obtained by multiplying (i) the number of shares of Issuer common stock subject to such Issuer Option by (ii) the Equity Award Exchange Ratio (as defined in the Transaction Agreement), (b) at an exercise price per ordinary share of Smurfit Westrock (rounded up to the nearest whole cent) equal to the quotient obtained by dividing (i) the exercise price per share of Issuer common stock subject to such Issuer Option by (ii) the Equity Award Exchange Ratio. Each Smurfit Westrock Option will continue to have, and be subject to, the same terms and conditions as applied to the corresponding Issuer Option immediately prior to the Merger Effective Time. Steph W. Bignon (attorney-in-fact pursuant to power of attorney previously filed with the SEC) 2024-07-08