0001127602-11-017712.txt : 20110527 0001127602-11-017712.hdr.sgml : 20110527 20110527132546 ACCESSION NUMBER: 0001127602-11-017712 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110527 FILED AS OF DATE: 20110527 DATE AS OF CHANGE: 20110527 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Knudsen John L CENTRAL INDEX KEY: 0001342354 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-03439 FILM NUMBER: 11877328 MAIL ADDRESS: STREET 1: SMURFIT-STONE CONTAINER CORPORATION STREET 2: 8182 MARYLAND AVENUE CITY: CLAYTON STATE: MO ZIP: 63105 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SMURFIT-STONE CONTAINER Corp CENTRAL INDEX KEY: 0000094610 STANDARD INDUSTRIAL CLASSIFICATION: PAPERBOARD MILLS [2631] IRS NUMBER: 362041256 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: SIX CITY PLACE DRIVE CITY: CREVE COEUR STATE: MO ZIP: 63141 BUSINESS PHONE: 314-656-5300 MAIL ADDRESS: STREET 1: SIX CITY PLACE DRIVE CITY: CREVE COEUR STATE: MO ZIP: 63141 FORMER COMPANY: FORMER CONFORMED NAME: SMURFIT-STONE CONTAINER ENTERPRISES INC DATE OF NAME CHANGE: 20041102 FORMER COMPANY: FORMER CONFORMED NAME: STONE CONTAINER CORP DATE OF NAME CHANGE: 19920703 4 1 form4.xml PRIMARY DOCUMENT X0303 4 2011-05-27 1 0000094610 SMURFIT-STONE CONTAINER Corp SSCC 0001342354 Knudsen John L 6 CITYPLACE DRIVE CREVE COEUR MO 63141 1 SrVP Supply Chain &Board Sales Common Stock 2011-05-27 4 D 0 2565 D 0 D Common Stock 2011-05-27 4 D 0 27 D 0 I Revocable Trust Restricted Stock Units 2011-05-27 4 D 0 35520 D 0 D Stock Option 20.74 2011-05-27 4 D 0 112480 D 2011-07-01 2017-07-01 Common Stock 112480 0 D Not Applicable. Options were priced at the average of the closing prices on the New York Stock Exchange for the 30 calendar days following the listing date of the underlying common stock. Pursuant to the Merger Agreement, each option to purchase the Issuer's common stock that remained outstanding at the effective time of the Merger was assumed by Rock-Tenn and converted into an option to purchase a number of shares of Rock-Tenn common stock equal to the product of (i) the number of shares of Smurfit-Stone common stock subject to the option and (ii) the equity award exchange ratio, rounded down to the nearest whole share. The per share exercise price for Rock-Tenn common stock issuable upon the exercise of such assumed stock option will be equal to (i) the per share exercise price of Smurfit-Stone common stock at which the option was exercisable immediately prior to the effective time of the merger divided by (ii) the equity award exchange ratio, rounded up to the nearest whole cent. The equity award exchange ratio is the sum of (x) 0.30605 and (y) the quotient of $17.50 divided by the average, rounded to the nearest one ten thousandth, of the closing sale prices of RockTenn common stock on the NYSE as reported by The Wall Street Journal for the five full trading days immediately preceding, but not including, the date on which the merger becomes effective. Pursuant to the merger agreement and the terms of the underlying Smurfit-Stone Equity Incentive Plan pursuant to which these Restricted Stock Units were granted each outstanding Restricted Stock Unit denominated in shares of the Issuer's common stock that remained outstanding immediately prior to the effective time of the Merger and was granted prior to January 23, 2011, was vested and was converted into the right to receive $17.50 in cash and 0.30605 of a share of Rock-Tenn common stock. Pursuant to the Merger Agreement, each option to purchase the Issuer's common stock that remained outstanding at the effective time of the Merger was assumed by Rock-Tenn and converted into an option to purchase a number of shares of Rock-Tenn common stock equal to the product of (i) the number of shares of Smurfit-Stone common stock subject to the option and (ii) the equity award exchange ratio, rounded down to the nearest whole share. The per share exercise price for Rock-Tenn common stock issuable upon the exercise of such assumed stock option will be equal to (i) the per share exercise price of Smurfit-Stone common stock at which the option was exercisable immediately prior to the effective time of the merger divided by (ii) the equity award exchange ratio, rounded up to the nearest whole cent. /s/ Craig A. Hunt, attorney-in-fact 2011-05-26