0001104659-24-078727.txt : 20240709 0001104659-24-078727.hdr.sgml : 20240709 20240709215204 ACCESSION NUMBER: 0001104659-24-078727 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20240705 FILED AS OF DATE: 20240709 DATE AS OF CHANGE: 20240709 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Mayer Saverio CENTRAL INDEX KEY: 0002028256 ORGANIZATION NAME: FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-42161 FILM NUMBER: 241108586 MAIL ADDRESS: STREET 1: BEECH HILL STREET 2: CLONSKEAGH CITY: DUBLIN 4 STATE: L2 ZIP: D04 N2R2 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Smurfit WestRock plc CENTRAL INDEX KEY: 0002005951 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD CONTAINERS & BOXES [2650] ORGANIZATION NAME: 04 Manufacturing IRS NUMBER: 000000000 STATE OF INCORPORATION: L2 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: BEECH HILL STREET 2: CLONSKEAGH CITY: DUBLIN 4 STATE: L2 ZIP: D04 N2R2 BUSINESS PHONE: 353 1 202 7000 MAIL ADDRESS: STREET 1: BEECH HILL STREET 2: CLONSKEAGH CITY: DUBLIN 4 STATE: L2 ZIP: D04 N2R2 FORMER COMPANY: FORMER CONFORMED NAME: Smurfit WestRock Ltd DATE OF NAME CHANGE: 20231226 4 1 tm2419140-6_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2024-07-05 0 0002005951 Smurfit WestRock plc SW 0002028256 Mayer Saverio BEECH HILL CLONSKEAGH DUBLIN 4 L2 D04 N2R2 IRELAND 0 1 0 0 See Remarks 0 Ordinary Shares 2024-07-05 4 A 0 174911 A 174911 D Restricted Stock Units (DBP) 2024-07-05 4 A 0 32657 A Ordinary Shares 32657 32657 D Restricted Stock Units (PSP) 2024-07-05 4 A 0 108275 A Ordinary Shares 108275 108275 D Pursuant to the Transaction Agreement, dated as of September 12, 2023 (the "Transaction Agreement"), by and among Smurfit Kappa Group plc ("Smurfit Kappa"), Smurfit WestRock plc (formerly Smurfit WestRock Limited and prior to that known as Cepheidway Limited, "Smurfit WestRock"), Sun Merger Sub, LLC and WestRock Company, on July 5, 2024, Smurfit Kappa was acquired by Smurfit WestRock pursuant to a scheme of arrangement (the "Scheme") and, in accordance with the Scheme, each ordinary share of Smurfit Kappa held by the Reporting Person was exchanged for one ordinary share of Smurfit WestRock, par value $0.001 per share (each a "Smurfit WestRock Share"), at the effective time of the Scheme (the "Scheme Effective Time"). Pursuant to the Transaction Agreement, at the Scheme Effective Time, each deferred bonus plan award ("DBP Award") in respect of ordinary shares of Smurfit Kappa held by the Reporting Person was converted into a restricted stock unit award in respect of Smurfit WestRock Shares covering the same number of shares as covered by, and otherwise subject to the same terms and conditions as applied to, such DBP Award as of immediately prior to the Scheme Effective Time. Pursuant to the Transaction Agreement, at the Scheme Effective Time, each performance share plan award ("PSP Award") in respect of ordinary shares of Smurfit Kappa was converted into a restricted stock unit award in respect of Smurfit WestRock Shares covering the same number of shares as covered by such PSP Award as of immediately prior to the Scheme Effective Time (with such number of shares determined by deeming the applicable performance goals to be achieved in accordance with the terms and conditions of the Transaction Agreement), and otherwise subject to the same terms and conditions (excluding performance goals) as applied to such PSP Award as of immediately prior to the Scheme Effective Time. President and Chief Executive Officer, Europe, MEA and APAC /s/ Ciara O'Riordan, attorney-in-fact for Saverio Mayer 2024-07-09