0001104659-24-078726.txt : 20240709 0001104659-24-078726.hdr.sgml : 20240709 20240709215139 ACCESSION NUMBER: 0001104659-24-078726 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: Harrison Suzan F. CENTRAL INDEX KEY: 0001706044 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42161 FILM NUMBER: 241108585 MAIL ADDRESS: STREET 1: 77 WEST WACKER DRIVE STREET 2: SUITE 4600 CITY: CHICAGO STATE: IL ZIP: 60601 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 tm2419140-13_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-07-05 0 0002005951 Smurfit WestRock plc SW 0001706044 Harrison Suzan F. BEECH HILL CLONSKEAGH DUBLIN 4 L2 D04 N2R2 IRELAND 1 0 0 0 0 Ordinary Shares 2024-07-05 4 A 0 16336 A 16336 D Ordinary Shares 2024-07-05 4 A 0 4190 A 20526 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 Suzan F. Harrison 2024-07-09