0001104659-24-078718.txt : 20240709
0001104659-24-078718.hdr.sgml : 20240709
20240709214858
ACCESSION NUMBER: 0001104659-24-078718
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: Sellier Laurent
CENTRAL INDEX KEY: 0002029274
ORGANIZATION NAME:
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-42161
FILM NUMBER: 241108578
MAIL ADDRESS:
STREET 1: BEECH HILL
STREET 2: CLONSKEAGH
CITY: DUBLIN 4
STATE: L2
ZIP: D04 N2R2
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
tm2419140-9_4seq1.xml
OWNERSHIP DOCUMENT
X0508
4
2024-07-05
0
0002005951
Smurfit WestRock plc
SW
0002029274
Sellier Laurent
BEECH HILL
CLONSKEAGH
DUBLIN 4
L2
D04 N2R2
IRELAND
0
1
0
0
See Remarks
0
Ordinary Shares
2024-07-05
4
A
0
61667
A
61667
D
Ordinary Shares
2024-07-05
4
A
0
3188
A
3188
I
Shares owned by spouse
Restricted Stock Units (DBP)
2024-07-05
4
A
0
25751
A
Ordinary Shares
25751
25751
D
Restricted Stock Units (PSP)
2024-07-05
4
A
0
90737
A
Ordinary Shares
90737
90737
D
Pursuant to the Transaction Agreement, dated as of September 12, 2023 (the "Transaction Agreement"), by and among Smurfit Kappa Group plc ("Smurfit Kappa"), Smurfit WestRock plc (formerly Smurfit WestRock Limited and prior to that known as Cepheidway Limited, "Smurfit WestRock"), Sun Merger Sub, LLC and WestRock Company, on July 5, 2024, Smurfit Kappa was acquired by Smurfit WestRock pursuant to a scheme of arrangement (the "Scheme") and, in accordance with the Scheme, each ordinary share of Smurfit Kappa held by the Reporting Person was exchanged for one ordinary share of Smurfit WestRock, par value $0.001 per share (each a "Smurfit WestRock Share"), at the effective time of the Scheme (the "Scheme Effective Time").
Pursuant to the Transaction Agreement, at the Scheme Effective Time, each deferred bonus plan award ("DBP Award") in respect of ordinary shares of Smurfit Kappa held by the Reporting Person was converted into a restricted stock unit award in respect of Smurfit WestRock Shares covering the same number of shares as covered by, and otherwise subject to the same terms and conditions as applied to, such DBP Award as of immediately prior to the Scheme Effective Time.
Pursuant to the Transaction Agreement, at the Scheme Effective Time, each performance share plan award ("PSP Award") in respect of ordinary shares of Smurfit Kappa was converted into a restricted stock unit award in respect of Smurfit WestRock Shares covering the same number of shares as covered by such PSP Award as of immediately prior to the Scheme Effective Time (with such number of shares determined by deeming the applicable performance goals to be achieved in accordance with the terms and conditions of the Transaction Agreement), and otherwise subject to the same terms and conditions (excluding performance goals) as applied to such PSP Award as of immediately prior to the Scheme Effective Time.
President and Chief Executive Officer, North America (including Mexico)
/s/ Ciara O'Riordan, attorney-in-fact for Laurent Sellier
2024-07-09