0001127602-18-032328.txt : 20181106 0001127602-18-032328.hdr.sgml : 20181106 20181106200630 ACCESSION NUMBER: 0001127602-18-032328 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20181102 FILED AS OF DATE: 20181106 DATE AS OF CHANGE: 20181106 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PAULL MATTHEW H CENTRAL INDEX KEY: 0001179710 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-33494 FILM NUMBER: 181164471 MAIL ADDRESS: STREET 1: MCDONALDS CORP STREET 2: 2915 JORIE BLVD CITY: OAK BROOK STATE: IL ZIP: 60523 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: KAPSTONE PAPER & PACKAGING CORP CENTRAL INDEX KEY: 0001325281 STANDARD INDUSTRIAL CLASSIFICATION: PAPER MILLS [2621] IRS NUMBER: 202699372 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1000 ABERNATHY ROAD CITY: ATLANTA STATE: 2Q ZIP: 30328 BUSINESS PHONE: 770-448-2193 MAIL ADDRESS: STREET 1: 1000 ABERNATHY ROAD CITY: ATLANTA STATE: 2Q ZIP: 30328 FORMER COMPANY: FORMER CONFORMED NAME: KapStone Paper & Packaging CORP DATE OF NAME CHANGE: 20070104 FORMER COMPANY: FORMER CONFORMED NAME: Stone Arcade Acquisition CORP DATE OF NAME CHANGE: 20050428 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2018-11-02 1 0001325281 KAPSTONE PAPER & PACKAGING CORP KS 0001179710 PAULL MATTHEW H C/O KAPSTONE PAPER AND PACKAGING CORP. 1101 SKOKIE BLVD., STE. 300 NORTHBROOK IL 60062 1 Common Stock 2018-11-02 4 D 0 70032 D 2833 D Common Stock 2018-11-02 4 D 0 2833 D 0 D Stock Option (Right to Buy) 31.89 2018-11-02 4 D 0 4216 D 2025-03-26 Common Stock 4216 0 D Stock Option (Right to Buy) 12.72 2018-11-02 4 D 0 4558 D 2026-03-18 Common Stock 4558 0 D Stock Option (Right to Buy) 30.41 2018-11-02 4 D 0 4098 D 2024-03-12 Common Stock 4098 0 D Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 28, 2018 among WRK Co Inc., a Delaware corporation (formerly known as WestRock Company), KapStone Paper and Packaging Corporation, a Delaware corporation ("KapStone" or the "Company"), WestRock Company (formerly known as Whiskey Holdco, Inc.), a Delaware corporation ("Holdco"), Whiskey Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdco, and Kola Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdco ("Merger Sub"), effective as of the effective time of the merger of Merger Sub with and into the Company (the "Merger"), these shares of Company common stock, par value $0.0001 per share, were converted into the right to receive, at the election of the stockholder, (i) $35.00 in cash, without interest thereon or (ii) 0.4981 shares of Holdco common stock. Pursuant to the Merger Agreement, these KapStone restricted stock unit awards became fully vested at the effective time of the Merger in accordance with the terms of the Merger Agreement and exchanged for the right to receive a restricted stock unit award of Holdco relating to the number of Holdco shares (rounded to the nearest whole share) determined by multiplying the number of KapStone shares subject to the KapStone restricted stock unit award by the Equity Award Exchange Ratio (as defined in the Merger Agreement). The options vested 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date. They were granted on March 26, 2015. Pursuant to the Merger Agreement, these options to purchase KapStone shares became fully vested at the effective time of the Merger in accordance with the terms of the Merger Agreement and exchanged for the right to receive an option to purchase, generally on the same terms and conditions as were applicable to such KapStone option immediately prior to the effective time of the Merger, a number of Holdco shares (rounded down to the nearest whole share) determined by multiplying the number of KapStone shares subject to the KapStone option by the Equity Award Exchange Ratio (as defined in the Merger Agreement), at an exercise price per share (rounded up to the nearest whole cent) determined by dividing the per-share exercise price of the KapStone option by the Equity Award Exchange Ratio. The options vested 50% on the second anniversary of the grant date and the remaining 50% were scheduled to vest on the third anniversary of the grant date. They were granted on March 18, 2016. The options vested 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date. They were granted on March 12, 2014. /s/ Timothy W. Schmidt, Attorney-in-Fact 2018-11-06