0001599489-23-000145.txt : 20231130 0001599489-23-000145.hdr.sgml : 20231130 20231130120607 ACCESSION NUMBER: 0001599489-23-000145 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231130 FILED AS OF DATE: 20231130 DATE AS OF CHANGE: 20231130 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Adelman Dean A CENTRAL INDEX KEY: 0001346626 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36479 FILM NUMBER: 231454715 MAIL ADDRESS: STREET 1: VERITIV CORPORATION STREET 2: 1000 ABERNATHY ROAD NE BLDG 400 STE 1700 CITY: ATLANTA STATE: GA ZIP: 30328 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Veritiv Corp CENTRAL INDEX KEY: 0001599489 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-PAPER AND PAPER PRODUCTS [5110] IRS NUMBER: 463234977 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1000 ABERNATHY ROAD NE STREET 2: BUILDING 400, SUITE 1700 CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: (770) 391-8200 MAIL ADDRESS: STREET 1: 1000 ABERNATHY ROAD NE STREET 2: BUILDING 400, SUITE 1700 CITY: ATLANTA STATE: GA ZIP: 30328 FORMER COMPANY: FORMER CONFORMED NAME: xpedx Holding Co DATE OF NAME CHANGE: 20140207 4 1 wk-form4_1701363957.xml FORM 4 X0508 4 2023-11-30 1 0001599489 Veritiv Corp VRTV 0001346626 Adelman Dean A 1000 ABERNATHY ROAD NE BUILDING 400, SUITE 1700 ATLANTA GA 30328-3091 0 1 0 0 SVP and Chief HR Officer 0 Common Stock 2023-11-30 4 D 0 13812 170 D 0 D Common Stock 2023-11-30 4 D 0 12681 170 D 0 D Performance Share Units 2023-11-30 4 D 0 5508 170 D Common Stock 5508 0 D Pursuant to the Agreement and Plan of Merger, dated as of August 6, 2023 (as it has been or may be amended, supplemented, waived or otherwise modified in accordance with its terms, the "Merger Agreement") by and among Veritiv Corporation (the "Company"), Verde Purchaser, LLC, a Delaware limited liability company ("Parent") that is affiliated with Clayton, Dubilier & Rice, LLC, and Verde Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent, on November 30, 2023 (the "Effective Time"), each issued and outstanding share of the Company's common stock, par value $0.01 per share ("Common Stock"), was cancelled and converted into the right to receive $170 per share in cash, without interest (the "Merger Consideration"). Pursuant to the Merger Agreement, at the Effective Time, each then outstanding award of service-based restricted stock units of the Company (each, a "Company RSU Award"), whether or not vested, and whether settleable in shares of Common Stock or cash, was cancelled, and each holder will receive an amount in cash equal to (i) the Merger Consideration per share of Common Stock multiplied by (ii) the number of shares of Common Stock subject to such Company RSU Award. The performance share units (each, a "Company PSU Award") were eligible to be earned based on achievement of pre-established performance goals during the respective performance period (January 1, 2022 - December 31, 2024, and January 1, 2023 - December 31, 2025). Pursuant to the Merger Agreement, at the Effective Time, each then outstanding Company PSU Award, whether or not vested, and whether settleable in shares of Common Stock or cash, was cancelled, and each holder will receive an amount in cash equal to (i) the Merger Consideration per share of Common Stock multiplied by (ii) the target number of performance share units subject to such Company PSU Award. /s/ Susan B. Salyer, Attorney-in-Fact for Dean A. Adelman 2023-11-30