0001127602-11-017727.txt : 20110527 0001127602-11-017727.hdr.sgml : 20110527 20110527134631 ACCESSION NUMBER: 0001127602-11-017727 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20110527 FILED AS OF DATE: 20110527 DATE AS OF CHANGE: 20110527 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CREWS TERRELL K CENTRAL INDEX KEY: 0001126219 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-03439 FILM NUMBER: 11877480 MAIL ADDRESS: STREET 1: MONSANTO COMPANY STREET 2: 800 N. LINDBERGH BLVD. CITY: ST. LOUIS STATE: MO ZIP: 63167 4 1 form4.xml PRIMARY DOCUMENT X0303 4 2011-05-27 1 0000094610 SMURFIT-STONE CONTAINER Corp SSCC 0001126219 CREWS TERRELL K 1072 GREYSTONE MANOR PARKWAY CHESTERFIELD MO 63005 1 Restricted Stock Units 2011-05-27 4 D 0 7233 D 0 D Restricted Stock Units 2011-05-27 4 D 0 1716 D 991 D Restricted Stock Units 2011-05-27 4 D 0 991 D 0 D 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. Not Applicable. Pursuant to the terms of the merger agreement and the amendments to the applicable award agreements, these Restricted Stock Units (which were granted after January 23, 2011), were converted into a restricted stock unit award, on the same terms and conditions applicable to such Restricted Stock Unit award immediately prior to the effective time of the Merger (including applicable vesting requirements), with respect to a number of shares of Rock-Tenn common stock that is equal to the number of shares of the Issuer's common stock subject to the award prior to the effective time of the Merger multiplied by the Equity Award Exchange Ratio, rounded to the nearest whole share. 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. /s/ Craig A. Hunt, attorney-in-fact 2011-05-26