0001104659-24-078732.txt : 20240709 0001104659-24-078732.hdr.sgml : 20240709 20240709215322 ACCESSION NUMBER: 0001104659-24-078732 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: Lorenzatto Jairo CENTRAL INDEX KEY: 0002029426 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42161 FILM NUMBER: 241108592 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 tm2419140-16_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-07-05 0 0002005951 Smurfit WestRock plc SW 0002029426 Lorenzatto Jairo BEECH HILL CLONSKEAGH DUBLIN 4 L2 D04 N2R2 IRELAND 0 1 0 0 See Remarks 0 Ordinary Shares 2024-07-05 4 A 0 1607 A 1607 D Ordinary Shares 2024-07-05 4 A 0 17917 A 19524 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 that was held by the Reporting Person was converted into (a) a restricted stock unit award in respect of Smurfit WestRock Shares, covering the same number of shares as covered by such WestRock restricted stock unit award as of immediately prior to the Merger Effective Time, and (b) a restricted cash award equal to the product of $5.00 multiplied by the number of shares covered by such WestRock restricted stock unit award as of immediately prior to the Merger Effective Time, in the case of each of clauses (a) and (b), with the number of shares underlying the WestRock restricted stock unit immediately prior to the Merger Effective Time determined by deeming any applicable performance goals to be achieved in accordance with the terms and conditions of the Transaction Agreement and with the converted awards otherwise subject to the same terms and conditions (excluding performance goals) as applied to such WestRock restricted stock unit award as of immediately prior to the Merger Effective Time. President and Chief Executive Officer, LATAM /s/ Ciara O'Riordan, attorney-in-fact for Jairo Lorenzatto 2024-07-09