0001127602-18-032326.txt : 20181106
0001127602-18-032326.hdr.sgml : 20181106
20181106200003
ACCESSION NUMBER: 0001127602-18-032326
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20180904
FILED AS OF DATE: 20181106
DATE AS OF CHANGE: 20181106
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: Kessinger Wilbur G JR
CENTRAL INDEX KEY: 0001693196
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-33494
FILM NUMBER: 181164467
MAIL ADDRESS:
STREET 1: KAPSTONE PAPER AND PACKAGING CORPORATION
STREET 2: 1101 SKOKIE BLVD., STE. 300
CITY: NORTHBROOK
STATE: IL
ZIP: 60062
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
2018-09-04
1
0001325281
KAPSTONE PAPER & PACKAGING CORP
KS
0001693196
Kessinger Wilbur G JR
KAPSTONE PAPER AND PACKAGING CORPORATION
1101 SKOKIE BLVD., STE. 300
NORTHBROOK
IL
60062
1
VP and General Manager
Common Stock
2018-09-04
5
G
0
E
1694
D
27381
D
Common Stock
2018-11-02
4
D
0
5304
D
22077
D
Common Stock
2018-11-02
4
D
0
22077
D
0
D
Stock Option (Right to Buy)
30.41
2018-11-02
4
D
0
3134
D
2024-03-12
Common Stock
3134
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
9116
D
2026-03-18
Common Stock
9116
0
D
Stock Option (Right to Buy)
22.195
2018-11-02
4
D
0
24077
D
2027-03-07
Common Stock
24077
0
D
Bona fide gift
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, each KapStone restricted stock unit award was converted at the effective time of the Merger into a Holdco restricted stock unit award, generally on the same terms and conditions as were applicable to such KapStone restricted stock unit award immediately prior to the effective time of the Merger, 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 3/12/2014.
Pursuant to the Merger Agreement, these options to purchase KapStone shares converted at the effective time of the Merger into 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 50% on the third anniversary of the grant date. They were granted on 3/26/2015.
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 3/18/2016.
The options were scheduled to vest 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date. They were granted on March 7, 2017.
/s/ Timothy W. Schmidt, Attorney-in-Fact
2018-11-06