SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Blackstone Holdings I L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE, 28TH FLOOR

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Ranpak Holdings Corp. [ PACK ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/01/2020

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Class A Common Stock	06/01/2020		S⁽¹⁾		280,000	D	$7.49	353,500	I	See Footnotes⁽²⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾
Class A Common Stock	06/01/2020		P⁽¹⁾		280,000	A	$7.49	4,171,500	I	See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾
Class A Common Stock	06/01/2020		S⁽¹⁾		36,750	D	$6.8159	316,750	I	See Footnotes⁽²⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾
Class A Common Stock	06/01/2020		P⁽¹⁾		36,750	A	$6.8159	4,208,250	I	See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Warrant (right to buy)	$11.5	06/01/2020		S⁽¹⁾			140,000	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	140,000	$0.945	218,400	I	See Footnotes⁽²⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾
Warrant (right to buy)	$11.5	06/01/2020		P⁽¹⁾		140,000		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	140,000	$0.945	2,341,600	I	See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾
Warrant (right to buy)	$11.5	06/01/2020		S⁽¹⁾			39,200	⁽⁶⁾	⁽⁶⁾	Class A Common Stock	39,200	$1.3104	179,200	I	See Footnotes⁽²⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾
Warrant (right to buy)	$11.5	06/01/2020		P⁽¹⁾		39,200		⁽⁶⁾	⁽⁶⁾	Class A Common Stock	39,200	$1.3104	2,380,800	I	See Footnotes⁽³⁾⁽⁴⁾⁽⁵⁾⁽⁷⁾

1. Name and Address of Reporting Person^*

Blackstone Holdings I L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE, 28TH FLOOR

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BSOF Master Fund L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE, 28TH FLOOR

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

BSOF Master Fund II L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP L.P.

345 PARK AVENUE, 28TH FLOOR

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Blackstone Strategic Opportunity Associates L.L.C.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Blackstone Alternative Solutions L.L.C.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Blackstone Holdings II L.P.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Blackstone Holdings I/II GP L.L.C.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Blackstone Group Inc

(Last)

(First)

(Middle)

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

Blackstone Group Management L.L.C.

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

1. Name and Address of Reporting Person^*

SCHWARZMAN STEPHEN A

(Last)

(First)

(Middle)

C/O THE BLACKSTONE GROUP INC.

345 PARK AVENUE

(Street)

NEW YORK

10154

(City)

(State)

(Zip)

Relationship of Reporting Person(s) to Issuer

Director	X	10% Owner
Officer (give title below)		Other (specify below)

Explanation of Responses:

1. Reflects an internal transfer between BSOF Master Fund L.P. ("BSOF") and BSOF Master Fund II L.P. ("BSOF II", and together with BSOF, the "BSOF Funds").

2. Reflects securities of Ranpak Holdings Corp. (the "Issuer") directly held by BSOF II.

3. Reflects securities of the Issuer directly held by BSOF.

4. Blackstone Strategic Opportunity Associates L.L.C. ("BSOA") is the general partner of each of the BSOF Funds. Blackstone Holdings II L.P. ("Holdings II") is the sole member of BSOA. Blackstone Alternative Solutions L.L.C. ("BAS") is the investment manager of each of the BSOF Funds. Blackstone Holdings I L.P. ("Holdings I") is the sole member of BAS. Blackstone Holdings I/II GP L.L.C. ("Holdings GP") is the general partner of each of Holdings I and Holdings II. The Blackstone Group Inc. ("Blackstone") is the sole member of Holdings GP. Blackstone Group Management L.L.C. ("Blackstone Management") is the sole holder of the Class C common stock of Blackstone. Blackstone Management is wholly owned by its senior managing directors and controlled by its founder, Stephen A. Schwarzman.

5. (Continue from Footnote 4) Each such Reporting Person may be deemed to exercise voting and investment power over the securities of the Issuer directly held by the BSOF Funds directly or indirectly controlled by it or him and thus may be deemed to beneficially own such securities. Each of the Reporting Persons (other than BSOF I and BSOF II to the extent each directly holds securities of the Issuer), disclaims beneficial ownership of the securities reported herein, except to the extent of such Reporting Person's pecuniary interest therein, and this report shall not be deemed an admission that any of the Reporting Persons (other than BSOF I and BSOF II to the extent each directly holds securities of the Issuer) is the beneficial owner of such securities for purposes of Section 16 or any other purpose.

6. The warrants to purchase shares of Class A Common Stock of the Issuer were exercisable 30 days after June 3, 2019 and will expire five years after June 3, 2019 or earlier upon redemption or liquidation.

7. Information with respect to each of the Reporting Persons is given solely by such Reporting Person, and no Reporting Person has responsibility for the accuracy or completeness of information supplied by another Reporting Person.

Remarks:

	BLACKSTONE HOLDINGS I L.P., By: Blackstone Holdings I/II GP L.L.C., its general partner, Name: /s/ Tabea Hsi, Title: Senior Managing Director	04/05/2021
	BSOF MASTER FUND L.P., By: Blackstone Strategic Opportunity Associates L.L.C., its general partner, Name: /s/ Peter Koffler, Title: Authorized Person	04/05/2021
	BSOF MASTER FUND II L.P., By: Blackstone Strategic Opportunity Associates L.L.C., its general partner, Name: /s/ Peter Koffler, Title: Authorized Person	04/05/2021
	BLACKSTONE STRATEGIC OPPORTUNITY ASSOCIATES L.L.C., Name: /s/ Peter Koffler, Title: Authorized Person	04/05/2021
	BLACKSTONE ALTERNATIVE SOLUTIONS L.L.C, Name: /s/ Peter Koffler, Title: Authorized Person	04/05/2021
	BLACKSTONE HOLDINGS II L.P., By: Blackstone Holdings I/II GP L.L.C., its general partner, Name: /s/ Tabea Hsi, Title: Senior Managing Director	04/05/2021
	BLACKSTONE HOLDINGS I/II GP L.L.C., Name: /s/ Tabea Hsi, Title: Senior Managing Director	04/05/2021
	THE BLACKSTONE GROUP INC., Name: /s/ Tabea Hsi, Title: Senior Managing Director	04/05/2021
	BLACKSTONE GROUP MANAGEMENT, L.L.C., Name: /s/ Tabea Hsi, Title: Senior Managing Director	04/05/2021
	STEPHEN A. SCHWARZMAN, Name: /s/ Stephen A. Schwarzman	04/05/2021
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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