Form 4 for WEST Westrock Coffee Co
Accepted 2023-08-30 00:00:00 ET · period of report 2023-08-11 · accession 0001140361-23-041893 · 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| DMI | 2023-08-30 | 2023-08-17 | WEST | Riverview Sponsor Partners, LLC | Prior 10% Owner | J - Other | $0.00 | +131.0K | 8,756 | New | $0 |
| D | 2023-08-30 | 2023-08-15 | WEST | Riverview Sponsor Partners, LLC | Prior 10% Owner | J - Other | $0.00 | -3.43M | 2.97M | -54% | $0 |
| DMI | 2023-08-30 | 2023-08-14+ | WEST | Riverview Sponsor Partners, LLC | Prior 10% Owner | J - Other | — | +2.05M | 14.0K | New | — |
| D | 2023-08-30 | 2023-08-11 | WEST | Riverview Sponsor Partners, LLC | Prior 10% Owner | J - Other | — | -5.35M | 10.7K | -100% | — |
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 | 2023-08-17 | J | A | 8,756 | $0.00 | 8,756 | I By spouse | — | — | (F4) Mr. Martin disclaims beneficial ownership of 35,023 shares of Common Stock held by members of Mr. Martin's household, and this report shall not be deemed an admission that Mr. Martin is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| 2 | Common | COMMON STOCK | 2023-08-17 | J | A | 8,755 | $0.00 | 8,755 | I | — | — | (F4) Mr. Martin disclaims beneficial ownership of 35,023 shares of Common Stock held by members of Mr. Martin's household, and this report shall not be deemed an admission that Mr. Martin is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| 3 | Common | COMMON STOCK | 2023-08-15 | J | D | 3,426,095 | $0.00 | 2,969,104 | D By RBM Venture Company | — | — | (F1) Represents pro rata distribution from Riverview Sponsor Partners, LLC, RBM Acquisition, LLC, and RBM Investments, LLC of the issuer's common stock, par value $0.01 per share ("Common Stock"), to members other than Mr. Martin. Mr. Martin is the managing member of all entities. (F2) Represents the 1,251,887 acquired by Mr. Martin from Riverview Sponsor Partners, LLC, RBM Acquisition, LLC, and RBM Investments, LLC, in addition to the 1,700,000 shares of Common Stock previously owned by Mr. Martin, plus 17,127 restricted stock units ("RSUs"), which were granted pursuant to the Westrock Coffee Company 2022 Equity Incentive Plan. Each RSU represents a contingent right to receive one share of the issuer's Common Stock. 9,000 of the RSUs vested on August 29, 2023 and 8,217 will vest on August 14, 2024, subject to Mr. Martin's continued service on the board of directors of the issuer through the applicable vesting date and certain early vesting conditions. |
| 4 | Common | COMMON STOCK | 2023-08-17 | J | A | 95,995 | $0.00 | 95,995 | I By son | — | — | (F3) Represents the 95,995 shares of Common Stock transferred to RBM Venture Company, of which Mr. Martin owns 100%. |
| 5 | Common | COMMON STOCK | 2023-08-17 | J | A | 8,756 | $0.00 | 8,756 | I By son | — | — | (F4) Mr. Martin disclaims beneficial ownership of 35,023 shares of Common Stock held by members of Mr. Martin's household, and this report shall not be deemed an admission that Mr. Martin is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| 6 | Common | COMMON STOCK | 2023-08-17 | J | A | 8,756 | $0.00 | 8,756 | I By son | — | — | (F4) Mr. Martin disclaims beneficial ownership of 35,023 shares of Common Stock held by members of Mr. Martin's household, and this report shall not be deemed an admission that Mr. Martin is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
| 7 | Derivative | WARRANTS | 2023-08-17 | J | A | 14,023 | — | 14,023 | I | $11.50 · 2022-09-25 to 2027-08-26 | 14,023 Common Stock | (F5) Represents pro rata distribution from Riverview Sponsor Partners, LLC, of 5,352,642 of the issuer's warrants for Common Stock ("Warrants") to members other than Mr. Martin. Mr. Martin is the managing member of Riverview Sponsor Partners, LLC. Each Warrant is exercisable for one share of Common Stock. The Warrants are expected to be exercisable from and after September 25, 2022, subject to the terms and conditions of the Amended and Restated Warrant Agreement, dated August 26, 2022, by and among the Issuer, Computershare Inc. and Computershare Trust Company, N.A. |
| 8 | Derivative | WARRANTS | 2023-08-17 | J | A | 14,023 | — | 14,023 | I By son | $11.50 · 2022-09-25 to 2027-08-26 | 14,023 Common Stock | (F5) Represents pro rata distribution from Riverview Sponsor Partners, LLC, of 5,352,642 of the issuer's warrants for Common Stock ("Warrants") to members other than Mr. Martin. Mr. Martin is the managing member of Riverview Sponsor Partners, LLC. Each Warrant is exercisable for one share of Common Stock. The Warrants are expected to be exercisable from and after September 25, 2022, subject to the terms and conditions of the Amended and Restated Warrant Agreement, dated August 26, 2022, by and among the Issuer, Computershare Inc. and Computershare Trust Company, N.A. |
| 9 | Derivative | WARRANTS | 2023-08-17 | J | A | 14,023 | — | 14,023 | I By son | $11.50 · 2022-09-25 to 2027-08-26 | 14,023 Common Stock | (F5) Represents pro rata distribution from Riverview Sponsor Partners, LLC, of 5,352,642 of the issuer's warrants for Common Stock ("Warrants") to members other than Mr. Martin. Mr. Martin is the managing member of Riverview Sponsor Partners, LLC. Each Warrant is exercisable for one share of Common Stock. The Warrants are expected to be exercisable from and after September 25, 2022, subject to the terms and conditions of the Amended and Restated Warrant Agreement, dated August 26, 2022, by and among the Issuer, Computershare Inc. and Computershare Trust Company, N.A. |
| 10 | Derivative | WARRANTS | 2023-08-14 | J | A | 1,991,266 | — | 1,991,266 | I By son | $11.50 · 2022-09-25 to 2027-08-26 | 1,991,266 Common Stock | (F5) Represents pro rata distribution from Riverview Sponsor Partners, LLC, of 5,352,642 of the issuer's warrants for Common Stock ("Warrants") to members other than Mr. Martin. Mr. Martin is the managing member of Riverview Sponsor Partners, LLC. Each Warrant is exercisable for one share of Common Stock. The Warrants are expected to be exercisable from and after September 25, 2022, subject to the terms and conditions of the Amended and Restated Warrant Agreement, dated August 26, 2022, by and among the Issuer, Computershare Inc. and Computershare Trust Company, N.A. |
| 11 | Derivative | WARRANTS | 2023-08-17 | J | A | 14,023 | — | 14,023 | I By spouse | $11.50 · 2022-09-25 to 2027-08-26 | 14,023 Common Stock | (F5) Represents pro rata distribution from Riverview Sponsor Partners, LLC, of 5,352,642 of the issuer's warrants for Common Stock ("Warrants") to members other than Mr. Martin. Mr. Martin is the managing member of Riverview Sponsor Partners, LLC. Each Warrant is exercisable for one share of Common Stock. The Warrants are expected to be exercisable from and after September 25, 2022, subject to the terms and conditions of the Amended and Restated Warrant Agreement, dated August 26, 2022, by and among the Issuer, Computershare Inc. and Computershare Trust Company, N.A. |
| 12 | Derivative | WARRANTS | 2023-08-11 | J | D | 5,352,642 | — | 10,699 | D By Martin Family Foundation | $11.50 · 2022-09-25 to 2027-08-26 | 10,699 Common Stock | (F5) Represents pro rata distribution from Riverview Sponsor Partners, LLC, of 5,352,642 of the issuer's warrants for Common Stock ("Warrants") to members other than Mr. Martin. Mr. Martin is the managing member of Riverview Sponsor Partners, LLC. Each Warrant is exercisable for one share of Common Stock. The Warrants are expected to be exercisable from and after September 25, 2022, subject to the terms and conditions of the Amended and Restated Warrant Agreement, dated August 26, 2022, by and among the Issuer, Computershare Inc. and Computershare Trust Company, N.A. (F6) Represents 1,991,266 Warrants held by the Martin Family Foundation, over which Mr. Martin makes investment decisions. |