Form 4 for MAGN Magnera Corp
Accepted 2024-11-18 00:00:00 ET · period of report 2024-11-14 · accession 0001127602-24-027574 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DM | 2024-11-18 | 2024-11-14 | MAGN | Fahnemann Thomas | Dir | M - OptEx | $17.20 | +48.7K | 55.4K | +733% | +$838.5K |
| DM | 2024-11-18 | 2024-11-14 | MAGN | Fahnemann Thomas | Dir | F - Tax | $17.20 | -38.2K | 61.0K | -39% | -$657.4K |
| DM | 2024-11-18 | 2024-11-14 | MAGN | Fahnemann Thomas | Dir | A - Grant | $17.20 | +53.8K | 87.1K | +161% | +$925.1K |
| DM | 2024-11-18 | 2024-11-14 | MAGN | Fahnemann Thomas | Dir | M - OptEx | $0.00 | -48.7K | 0 | -100% | $0 |
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 | Common Stock, Par Value $.01 | 2024-11-14 | M | A | 9,230 | $17.20 | 21,412 | D | — | — | (F1) Represents shares acquired by the reporting person upon the vesting of outstanding restricted stock units upon his separation of service from the Issuer in connection with the closing of a series of transactions pursuant to which a wholly-owned subsidiary of the Issuer combined with Berry Global Group Inc.'s global nonwovens and hygiene films business in a Reverse Morris Trust transaction (collectively, the "Transactions"). |
| 2 | Common | Common Stock, Par Value $.01 | 2024-11-14 | F | D | 2,371 | $17.20 | 19,041 | D | — | — | (F2) Represents shares being withheld to satisfy tax obligations. |
| 3 | Common | Common Stock, Par Value $.01 | 2024-11-14 | M | A | 12,308 | $17.20 | 31,349 | D | — | — | (F1) Represents shares acquired by the reporting person upon the vesting of outstanding restricted stock units upon his separation of service from the Issuer in connection with the closing of a series of transactions pursuant to which a wholly-owned subsidiary of the Issuer combined with Berry Global Group Inc.'s global nonwovens and hygiene films business in a Reverse Morris Trust transaction (collectively, the "Transactions"). |
| 4 | Common | Common Stock, Par Value $.01 | 2024-11-14 | F | D | 3,162 | $17.20 | 28,187 | D | — | — | (F2) Represents shares being withheld to satisfy tax obligations. |
| 5 | Common | Common Stock, Par Value $.01 | 2024-11-14 | F | D | 10,617 | $17.20 | 76,497 | D | — | — | (F2) Represents shares being withheld to satisfy tax obligations. |
| 6 | Common | Common Stock, Par Value $.01 | 2024-11-14 | F | D | 10,802 | $17.20 | 44,595 | D | — | — | (F2) Represents shares being withheld to satisfy tax obligations. |
| 7 | Common | Common Stock, Par Value $.01 | 2024-11-14 | A | A | 27,692 | $17.20 | 72,287 | D | — | — | (F3) Represents shares acquired by the reporting person upon the vesting of outstanding performance stock awards ("PSAs") in connection with the Transactions noted above. Outstanding PSAs held by executive officers of the Issuer that were outstanding immediately prior to the Transactions vested upon the closing of the Transactions, and, as a result, were deemed to be earned and vested at (i) actual performance for completed performance periods, and (ii) target performance through the date of the Transactions for incomplete performance periods. |
| 8 | Common | Common Stock, Par Value $.01 | 2024-11-14 | F | D | 11,267 | $17.20 | 61,020 | D | — | — | (F2) Represents shares being withheld to satisfy tax obligations. |
| 9 | Common | Common Stock, Par Value $.01 | 2024-11-14 | A | A | 26,094 | $17.20 | 87,114 | D | — | — | (F3) Represents shares acquired by the reporting person upon the vesting of outstanding performance stock awards ("PSAs") in connection with the Transactions noted above. Outstanding PSAs held by executive officers of the Issuer that were outstanding immediately prior to the Transactions vested upon the closing of the Transactions, and, as a result, were deemed to be earned and vested at (i) actual performance for completed performance periods, and (ii) target performance through the date of the Transactions for incomplete performance periods. |
| 10 | Common | Common Stock, Par Value $.01 | 2024-11-14 | M | A | 27,210 | $17.20 | 55,397 | D | — | — | (F1) Represents shares acquired by the reporting person upon the vesting of outstanding restricted stock units upon his separation of service from the Issuer in connection with the closing of a series of transactions pursuant to which a wholly-owned subsidiary of the Issuer combined with Berry Global Group Inc.'s global nonwovens and hygiene films business in a Reverse Morris Trust transaction (collectively, the "Transactions"). |
| 11 | Derivative | Restricted Stock Units | 2024-11-14 | M | D | 9,230 | $0.00 | 0 | D | $0.00 · 2024-08-24 to 2025-08-24 | 9,230 Common Stock, Par Value $.01 | (F5) The number of securities underlying awards beneficially owned by the reporting person have been adjusted to reflect a 1-for-13 reverse stock split effective on November 4, 2024. (F4) Not applicable to this transaction. RSUs have no value until all restrictions lapse on the final vesting date. (F6) Represents the CEO sign-on RSU grant that vested in two equal annual installments beginning on August 24, 2024. |
| 12 | Derivative | Restricted Stock Units | 2024-11-14 | M | D | 12,308 | $0.00 | 0 | D | $0.00 · 2024-02-24 to 2026-02-24 | 12,308 Common Stock, Par Value $.01 | (F5) The number of securities underlying awards beneficially owned by the reporting person have been adjusted to reflect a 1-for-13 reverse stock split effective on November 4, 2024. (F4) Not applicable to this transaction. RSUs have no value until all restrictions lapse on the final vesting date. (F7) Represents the 2023 RSU LTIP grant, which vests one-third 2/24/2024, one-third 2/24/2025 and one-third 2/24/2026. |
| 13 | Derivative | Restricted Stock Units | 2024-11-14 | M | D | 27,210 | $0.00 | 0 | D | $0.00 · 2024-12-31 to 2027-02-28 | 27,210 Common Stock, Par Value $.01 | (F5) The number of securities underlying awards beneficially owned by the reporting person have been adjusted to reflect a 1-for-13 reverse stock split effective on November 4, 2024. (F4) Not applicable to this transaction. RSUs have no value until all restrictions lapse on the final vesting date. (F8) Represents the 2024 RSU LTIP grant, which vests one-third 12/31/2024, one-third 2/28/2026 and one-third 2/28/2027. |