Form 4 for SW Smurfit Westrock
Accepted 2024-07-09 00:00:00 ET · period of report 2024-07-05 · accession 0001104659-24-078727 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2024-07-09 | 2024-07-05 | SW | Mayer Saverio | See Remarks | A - Grant | — | +174.9K | 174.9K | New | — |
| DM | 2024-07-09 | 2024-07-05 | SW | Mayer Saverio | See Remarks | A - Grant | — | +140.9K | 32.7K | New | — |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Ordinary Shares | 2024-07-05 | A | A | 174,911 | — | 174,911 | D | — | — | (F1) 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"). |
| 2 | Derivative | Restricted Stock Units (PSP) | 2024-07-05 | A | A | 108,275 | — | 108,275 | D | — · — to — | 108,275 Ordinary Shares | (F3) 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. |
| 3 | Derivative | Restricted Stock Units (DBP) | 2024-07-05 | A | A | 32,657 | — | 32,657 | D | — · — to — | 32,657 Ordinary Shares | (F2) 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. |