0001062993-24-013530.txt : 20240708 0001062993-24-013530.hdr.sgml : 20240708 20240708165742 ACCESSION NUMBER: 0001062993-24-013530 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240705 FILED AS OF DATE: 20240708 DATE AS OF CHANGE: 20240708 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Arnold Colleen F. CENTRAL INDEX KEY: 0001409123 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38736 FILM NUMBER: 241105610 MAIL ADDRESS: STREET 1: INTERNATIONAL BUSINESS MACHINES CORP. STREET 2: 291 ROUTE 100, BUILDING 2 CITY: SOMERS STATE: NY ZIP: 10589 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: WestRock Co CENTRAL INDEX KEY: 0001732845 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD CONTAINERS & BOXES [2650] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 371880617 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 1000 ABERNATHY ROAD NE CITY: ATLANTA STATE: GA ZIP: 30328 BUSINESS PHONE: 678-291-7456 MAIL ADDRESS: STREET 1: 1000 ABERNATHY ROAD NE CITY: ATLANTA STATE: GA ZIP: 30328 FORMER COMPANY: FORMER CONFORMED NAME: Whiskey Holdco, Inc. DATE OF NAME CHANGE: 20180227 4 1 form4.xml STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES X0508 4 2024-07-05 1 0001732845 WestRock Co WRK 0001409123 Arnold Colleen F. 1000 ABERNATHY ROAD NE SUITE 125 ATLANTA GA 30328 1 0 0 0 0 Common Stock 2024-07-05 4 D 0 26795.7 D 0 D Includes an aggregate of 25,598.7 shares underlying unvested restricted stock unit awards and vested restricted stock unit awards held pursuant to the Issuer's Non-Employee Director Deferred Compensation Plan, which awards were fully vested (to the extent not already vested) as of immediately prior to the Merger Effective Time (as defined in the Transaction Agreement, dated as of September 12, 2023, by and among the Issuer, Smurfit Kappa Group plc, Smurfit Westrock plc (formerly known as Smurfit WestRock Limited, "Smurfit Westrock"), and Sun Merger Sub, LLC (the "Transaction Agreement")). Also includes dividend equivalents exempt from Section 16 that were credited since the Reporting Person's most recent Form 4. Pursuant to the Transaction Agreement, at the Merger Effective Time, each share of the Issuer's common stock held by the Reporting Person was cancelled and automatically converted into the right to receive, without interest and less applicable withholding taxes, one ordinary share of Smurfit Westrock and $5.00 in cash (collectively, the "Merger Consideration"). With respect to any amount payable that constitutes nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code ("Section 409A"), to the extent that payment of such amount would otherwise cause the imposition of a tax or penalty under Section 409A, the delivery of the Merger Consideration will be made at the earliest time permitted under the Transaction Agreement and the terms of the corresponding award that will not result in the imposition of such tax or penalty. Steph W. Bignon (attorney-in-fact pursuant to power of attorney previously filed with the SEC) 2024-07-08