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