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^*

BIRKENHOLZ ROBERT E

(Last)

(First)

(Middle)

299 PARK AVENUE

(Street)

NEW YORK

10171

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
MEADWESTVACO Corp [ MWV ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	VICE PRESIDENT AND TREASURER

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2015

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

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

X	Form filed by One Reporting Person
	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)
Common Stock	07/01/2015		D		6,675	D	⁽¹⁾	0	D
Common Stock	07/01/2015		D		103	D	⁽¹⁾	0	I	Employee Savings Plan
Common Stock	07/01/2015		D		100.8229⁽¹¹⁾	D	⁽¹⁾	0	I	Deferred Income lPlan

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)
Non-Qualified Stock Option	$54.76	07/01/2015		D			785	⁽²⁾	02/23/2025	Common Stock	785	⁽¹⁰⁾	0	D
Non-Qualified Stock Option	$35.89	07/01/2015		D			7,320	⁽³⁾	02/24/2024	Common Stock	7,320	⁽¹⁰⁾	0	D
Non-Qualified Stock Option	$33.57	07/01/2015		D			6,659	⁽⁴⁾	02/25/2023	Common Stock	6,659	⁽¹⁰⁾	0	D
Non-Qualified Stock Option	$27.33	07/01/2015		D			13,166	⁽⁵⁾	06/25/2022	Common Stock	13,166	⁽¹⁰⁾	0	D
Non-Qualified Stock Option	$25.44	07/01/2015		D			10,700	⁽⁵⁾	02/28/2021	Common Stock	10,700	⁽¹⁰⁾	0	D
Non-Qualified Stock Option	$23.57	07/01/2015		D			11,843	⁽⁵⁾	02/25/2018	Common Stock	11,843	⁽¹⁰⁾	0	D
Non-Qualified StockOption	$27.83	07/01/2015		D			8,887	⁽⁵⁾	02/26/2017	Common Stock	8,887	⁽¹⁰⁾	0	D
Non-Qualified Stock Option	$24.41	07/01/2015		D			4,697	⁽⁵⁾	02/27/2016	Common Stock	4,697	⁽¹⁰⁾	0	D
Performance-Based Restricted Stock Units	$0	07/01/2015		A		557		⁽⁶⁾	⁽⁶⁾	Common Stock	557	$0	557	D
Performance-Based Restricted Stock Units	$0	07/01/2015		A		4,807		⁽⁷⁾	⁽⁷⁾	Common Stock	4,807	$0	4,807	D
Performance-Based Restricted Stock Units	$0	07/01/2015		A		4,647		⁽⁸⁾	⁽⁸⁾	Common Stock	4,647	$0	4,647	D
Performance-Based Restricted Stock Units	$0	07/01/2015		D			557	⁽⁶⁾	⁽⁶⁾	Common Stock	557	⁽⁹⁾	0	D
Performance-Based Restricted Stock Units	$0	07/01/2015		D			4,807	⁽⁷⁾	⁽⁷⁾	Common Stock	4,807	⁽⁹⁾	0	D
Performance-Based Restricted Stock Units	$0	07/01/2015		D			4,647	⁽⁸⁾	⁽⁸⁾	Common Stock	4,647	⁽⁹⁾	0	D

Explanation of Responses:

1. MeadWestvaco Corporation ("MWV") has entered into the Second Amended and Restated Business Combination Agreement, dated as of April 17, 2015 and amended as of May 5, 2015 (the "BCA") by and among WestRock Company ("WestRock"), MWV, Rock-Tenn Company, Rome Merger Sub, Inc. and Milan Merger Sub, LLC, pursuant to which MWV become a wholly owned subsidiary of WestRock (the "Merger"). Each share of MWV common stock was disposed of pursuant to the BCA, in exchange or 0.78 shares of WestRock common stock, with cash paid in lieu of fractional shares.

2. This MWV option was unvested at the time of the Merger, and the converted option to purchase WestRock common stock will vest in three equal annual installments beginning on February 23, 2016.

3. One-third of this MWV option was vested at the time of the Merger. Following the Merger, the unvested portion of the converted option to purchase WestRock common stock will vest in two equal installments on February 24, 2016 and February 24, 2017.

4. Two-thirds of this MWV option was vested at the time of the merger. Following the Merger, the unvested portion of the converted option will vest in accordance with its terms on February 25, 2016.

5. This option to purchase shares of MWV common stock was fully vested at the time of the Merger.

6. At the time of the Merger, the performance conditions with respect to MWV performance-based restricted stock units ("MWV PSUs") were deemed to be earned based on actual performance from January 1, 2015 through the time of the Merger, and the MWV PSUs (and related converted awards as described below), as so earned, will vest on December 31, 2018.

7. The performance conditions with respect to MWV PSUs were deemed to be earned based on target performance at the time of the Merger, and the MWV PSUs (and related converted awards as described below), as so earned, will vest on December 31, 2017.

8. The performance conditions with respect to MWV PSUs were deemed to be earned based on target performance at the time of the Merger, and the MWV PSUs (and related converted awards as described below), as so earned, will vest on Decem ber 31, 2016.

9. Each outstanding MWV PSU (as deemed earned pursuant to the Merger Agreement, was assumed by WestRock pursuant to the Merger Agreement and replaced with a WestRock restricted stock unit award related to the number of shares of WestRock common stock (rounded up to the nearest whole share) determined by multiplying the number of shares subject to the MWV PSU by 0.78.

10. In accordance with the terms of the BCA, each MeadWestvaco stock option outstanding and unexercised immediately prior to the effective time of the Merger was converted automatically into an option to purchase a number of shares of WestRock common stock, rounded down to the nearest whole share, equal to the product determined by multiplying the number of shares of MWV common stock subject to such MWV options immediately prior to the closing of the Merger by 0.78, at a per-share exercise price, rounded up to the nearest whole cent, equal to the quotient determined by dividing the per-share exercise price of the MWV option by 0.78.

11. Share amount indicated represents an estimation of the reporting person's interest in the MeadWestvaco Deferred Income Plan. This plan holds no actual shares but the accrual of benefits mirrors the MeadWestvaco Savings Plan for Salaried Employees.

Remarks:

	John J. Carrara/POA/dated 2/25/2004	07/06/2015
	** Signature of Reporting Person	Date
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