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*
TYRONE JAMES C
(Last) (First) (Middle)
8540 GANDER CREEK DRIVE
(Street)
MIAMISBURG OH 45342
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
NewPage Holdings Inc. [ NONE ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Commercial Ops. Bus. Dev
3. Date of Earliest Transaction (Month/Day/Year)
01/07/2015
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)
Code V Amount (A) or (D) Price
Common Stock 01/07/2015 D 1,727 D (1) 0 D
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Restricted Stock Units (2) 01/07/2015 D(2) 3,304 (3)(4) (4) Common Stock 3,304 (2) 0 D
Non-Qualified Stock Option (right to buy) $163.45 01/07/2015 D(5) 8,811 (3)(6) 12/21/2019 Common Stock 8,811 (5) 0 D
Non-Qualified Stock Option (right to buy) $74.37 01/07/2015 D(7) 28,635 (3)(6) 12/21/2019 Common Stock 28,635 (7) 0 D
Explanation of Responses:
1. Pursuant to the agreement and plan of merger (the "Merger Agreement"), dated January 3, 2014, between the Issuer, Verso Paper Corp. and Verso Merger Sub Inc., providing for Verso Paper Corp. to acquire the Issuer (the "Merger"), upon closing of the Merger, each common share of the Issuer was converted into the right to receive "Merger Consideration" equal to its pro rata portion of: a. approximately $4 million in cash; b. $650 million in principal amount of 11.75% Senior Secured Notes due 2019 to be offered by Verso Paper Holdings LLC and Verso Paper Inc. in connection with the Merger (subject to downward adjustment in certain circumstances in an amount not to exceed $27 million in value); and c. shares of Verso Paper Corp. common stock representing 20% of the number of outstanding Verso Paper Corp. shares as of immediately prior to closing of the Merger.
2. Pursuant to the terms of the Merger Agreement, each RSU was cancelled and automatically converted into the right to receive the Merger Consideration (defined in (1) above).
3. The Restricted Stock Units ("RSUs") and the Non-Qualified Stock Options ("Stock Options") were granted on December 21, 2012 and vest in four equal annual installments beginning on the first anniversary of the grant date.
4. Pursuant to the terms of the Merger Agreement, each RSU became fully vested upon the closing of the Merger.
5. Pursuant to the terms of the Merger Agreement, all Stock Options with exercise price of $163.45 were automatically canceled and terminated upon closing of the merger without payment and no longer has any further force or effect.
6. Pursuant to the terms of the Merger Agreement, each Stock Option became fully vested upon the closing of the Merger.
7. Pursuant to the terms of the Merger Agreement, each Stock Option with exercise price of $74.37 was automatically cancelled and converted into the right to receive consideration equal to the difference between (i) the Merger Consideration (defined in (1) above) plus the Issuer's per share dividend paid in February 2014, adjusted for certain payments paid in respect of certain RSUs that vested prior to closing and (ii) $74.37, in a combination of cash consideration, note consideration and share consideration as determined by the board of directors of the Issuer based on the proportionate amount of each form of consideration payable in respect of one share of the Issuer's common stock (taking into account the February 2014 dividend).
Remarks:
/s/ James C. Tyrone 01/07/2015
** 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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