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^*

St. John Adam

(Last)

(First)

(Middle)

8540 GANDER CREEK DRIVE

(Street)

MIAMISBURG

45342

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Verso Corp [ VRS ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/30/2018

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)
Class A Common Stock	07/30/2018		F⁽¹⁾		669	D	$21.18	62,988⁽²⁾	D
Class A Common Stock	07/30/2018		F⁽³⁾		216	D	$21.18	16,852⁽⁴⁾	I	By Spouse

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)

Explanation of Responses:

1. The reporting person surrendered to Verso Corporation 669 shares of Class A Common Stock in payment of the tax withholding liability arising from the vesting of 2,402 Stock Units.

2. Consists of (i) 3,393 shares of Class A Common Stock, (ii) 2,403 Stock Units vesting on July 28, 2019, (iii) 42,373 Stock Units vesting in two substantially equal annual installments beginning on January 1, 2020, and (iv) 14,819 Stock Units vesting in two substantially equal annual installments beginning on January 1, 2021. Each Stock Unit represents the right, subject to vesting, to receive one share of Class A Common Stock. The reported Stock Units do not include (a) 42,373 Stock Units that will vest on or about January 1, 2020, if certain performance objectives established by the issuer have been met, and (b) 14,819 Stock Units that will vest on or about January 1, 2021, if certain performance objectives established by the issuer have been met.

3. Mr. St. John's spouse surrendered to Verso Corporation 216 shares of Class A Common Stock in payment of the tax withholding liability arising from the vesting of 775 Stock Units.

4. Consists of (i) 1,094 shares of Class A Common Stock, (ii) 775 Stock Units vesting on July 28, 2019, (iii) 11,101 Stock Units vesting in two substantially equal annual installments beginning on January 1, 2020, and (iv) 3,882 Stock Units vesting in two substantially equal annual installments beginning on January 1, 2021. Each Stock Unit represents the right, subject to vesting, to receive one share of Class A Common Stock. The reported Stock Units do not include (a) 11,102 Stock Units that will vest on or about January 1, 2020, if certain performance objectives established by the issuer have been met, and (b) 3,883 Stock Units that will vest on or about January 1, 2021, if certain performance objectives established by the issuer have been met.

Remarks:

	/s/ St. John Daugherty, as Attorney-in-Fact	08/01/2018
	** 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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