FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Amcor plc [ AMCR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 06/11/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Ordinary Shares(1) | 06/11/2019 | A(2) | 38,295 | A | (3) | 38,295 | D | |||
Ordinary Shares(1) | 06/11/2019 | A(2) | 114,286 | A | (3) | 114,286 | I | By Oscar Wilson Trust by Zedra trustees(4) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | (5) | 06/11/2019 | A | 18,314 | (6) | (6) | Ordinary Shares | 18,314 | $0.00 | 18,314 | D | ||||
Restricted Stock Units | (5) | 06/11/2019 | A | 10,173 | (7) | (7) | Ordinary Shares | 10,173 | $0.00 | 10,173 | D | ||||
Employee Stock Options | $10.65 | 06/11/2019 | A | 180,200 | (8) | 10/31/2022 | Ordinary Shares | 180,200 | $0.00 | 180,200 | D | ||||
Employee Stock Options | $11.05 | 06/11/2019 | A | 211,400 | (9) | 10/31/2023 | Ordinary Shares | 211,400 | $0.00 | 211,400 | D | ||||
Performance Rights | (10) | 06/11/2019 | A | 30,200 | (10) | 10/31/2022 | Ordinary Shares | 30,200 | $0.00 | 30,200 | D | ||||
Performance Rights | (11) | 06/11/2019 | A | 41,500 | (11) | 10/31/2023 | Ordinary Shares | 41,500 | $0.00 | 41,500 | D | ||||
Employee Stock Options | $7.15 | 06/11/2019 | A | 195,200 | (12) | 10/29/2021 | Ordinary Shares | 195,200 | $0 | 195,200 | D |
Explanation of Responses: |
1. Traded as Chess Depository Interests ("CDIs") on the Australian Stock Exchange (the "ASX"). CDIs represent a beneficial interests in one ordinary share of Amcor held by CHESS Depository Nominees Pty Ltd. |
2. On June 11, 2019, Amcor plc ("Amcor") consummated the business combination (the "Merger") pursuant to the Transaction Agreement dated August 6, 2018 (the "Transaction Agreement") by and among Amcor (f/k/a Arctic Jersey Limited), Amcor Limited ("Old Amcor"), Arctic Corp. and Bemis Company, Inc. ("Bemis"), pursuant to which each of Bemis and Old Amcor were acquired by and became wholly-owned subsidiaries of Amcor in a stock-for-stock transaction. CDIs reported herein were received by the Reporting Person pursuant to the Transaction Agreement. |
3. Pursuant to the Transaction Agreement, each ordinary share of Old Amcor previously held by the Reporting Person was converted into one CDI of Amcor, or, at the election of the Reporting Person, one ordinary share of Amcor. |
4. The Reporting Person is the investment advisor to the trust. |
5. Pursuant to the Transaction Agreement, outstanding equity awards under Old Amcor's Long Term Incentive Plans converted into an award denominated with respect to, or settled in, an equal number of CDIs or ordinary shares of Amcor. Each restricted stock unit represents a contingent right to receive one CDI or one ordinary share of Amcor, at the election of the Reporting Person upon vesting of the restricted stock units. |
6. The restricted stock units were granted on September 8, 2017 under Old Amcor's 2016-2017 Long Term Incentive Plan. The shares underlying the stock units vest in full on September 1, 2019. |
7. The restricted stock units were granted on September 14, 2018 under Old Amcor's 2017-2018 Long Term Incentive Plan. The shares underlying the stock units vest in full on September 1, 2020. |
8. The employee stock options were granted on October 4, 2016 under Old Amcor's 2016-2017 Long Term Incentive Plan. The options are subject to certain performance conditions. If the conditions are met, the options will vest on August 31, 2019 or such later time, up to September 30, 2022, as they may be met. |
9. The employee stock options were granted on November 13, 2017 under Old Amcor's 2017-2018 Long Term Incentive Plan. The options are subject to certain performance conditions. If the conditions are met, the options will vest on August 31, 2020 or such later time, up to September 30, 2023, as they may be met. |
10. The performance rights were granted on October 4, 2016 under Old Amcor's 2016-2017 Long Term Incentive Plan. The performance rights are subject to certain performance conditions. If the conditions are met, the options will vest on August 31, 2019 or such later time, up to September 30, 2022, as they may be met. |
11. The performance rights were granted on November 13, 2017 under Old Amcor's 2017-2018 Long Term Incentive Plan. The performance rights are subject to certain performance conditions. If the conditions are met, the performance rights will vest on August 31, 2020 or such later time, up to September 30, 2023, as they may be met. |
12. The employee stock options were granted on November 24, 2014 under Old Amcor's 2014-2015 Long Term Incentive Plan. The options are subject to certain performance conditions. If the conditions are met, the options will vest on August 21, 2018 or such later time, up to October 1, 2021, as they may be met. |
/s/ Damien Clayton, by power of attorney for Ian Wilson | 06/13/2019 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |