4//SEC Filing
MEADWESTVACO Corp 4
Accession 0001159297-15-000049
CIK 0001159297operating
Filed
Jul 5, 8:00 PM ET
Accepted
Jul 6, 3:13 PM ET
Size
31.2 KB
Accession
0001159297-15-000049
Insider Transaction Report
Form 4
Harwood` Brent A.
Controller
Transactions
- Disposition to Issuer
Non-Qualified Stock Option
2015-07-01−665→ 0 totalExercise: $54.76Exp: 2025-02-23→ Common Stock (665 underlying) - Disposition to Issuer
Performance-Based Restricted Stock Units
2015-07-01−4,430→ 0 totalExercise: $0.00→ Common Stock (4,430 underlying) - Disposition to Issuer
Common Stock
2015-07-01−1,156.937→ 0 total(indirect: Deferred Income Plan) - Disposition to Issuer
Non-Qualified Stock Option
2015-07-01−4,228→ 0 totalExercise: $33.57Exp: 2023-02-25→ Common Stock (4,228 underlying) - Disposition to Issuer
Non-Qualified Stock Option
2015-07-01−2,257→ 0 totalExercise: $27.33Exp: 2022-06-25→ Common Stock (2,257 underlying) - Award
Performance-Based Restricted Stock Units
2015-07-01+4,006→ 4,006 totalExercise: $0.00→ Common Stock (4,006 underlying) - Disposition to Issuer
Performance-Based Restricted Stock Units
2015-07-01−472→ 0 totalExercise: $0.00→ Common Stock (472 underlying) - Award
Performance-Based Restricted Stock Units
2015-07-01+4,430→ 4,430 totalExercise: $0.00→ Common Stock (4,430 underlying) - Disposition to Issuer
Performance-Based Restricted Stock Units
2015-07-01−4,006→ 0 totalExercise: $0.00→ Common Stock (4,006 underlying) - Disposition to Issuer
Common Stock
2015-07-01−7,371→ 0 total(indirect: Employer Savings Plan) - Disposition to Issuer
Non-Qualified Stock Option
2015-07-01−6,100→ 0 totalExercise: $35.89Exp: 2024-02-24→ Common Stock (6,100 underlying) - Award
Performance-Based Restricted Stock Units
2015-07-01+472→ 472 totalExercise: $0.00→ Common Stock (472 underlying)
Footnotes (11)
- [F1]MeadWestvaco Corporation ("MWV") has entered into the Second Amended and Restated Business Combination Agreement, dated as of April 17, 2015 and amended as of May 5, 2015 (the "BCA") by and among WestRock Company ("WestRock"), MWV, Rock-Tenn Company, Rome Merger Sub, Inc. and Milan Merger Sub, LLC, pursuant to which MWV become a wholly owned subsidiary of WestRock (the "Merger"). Each share of MWV common stock was disposed of pursuant to the BCA, in exchange or 0.78 shares of WestRock common stock, with cash paid in lieu of franctional shares.
- [F10]In accordance with the terms of the BCA, each MeadWestvaco stock option outstanding and unexercised immediately prior to the effective time of the Merger was converted automatically into an option to purchase a number of shares of WestRock common stock, rounded down to the nearest whole share, equal to the product determined by multiplying the number of shares of MWV common stock subject to such MWV options immediately prior to the closing of the Merger by 0.78, at a per-share exercise price, rounded up to the nearest whole cent, equal to the quotient determined by dividing the per-share exercise price of the MWV option by 0.78.
- [F11]Share amount indicated represents an estimation of the reporting person's interest in the MeadWestvaco Deferred Income Plan. This plan holds no actual shares but the accrual of benefits mirrors the MeadWestvaco Savings Plan for Salaried Employees.
- [F2]This MWV option was unvested at the time of the Merger, and the converted option to purchase WestRock common stock will vest in three equal annual installments beginning on February 23, 2016.
- [F3]One-third of this MWV option was vested at the time of the Merger. Following the Merger, the unvested portion of the converted option to purchase WestRock common stock will vest in two equal installments on February 24, 2016 and February 24, 2017.
- [F4]Two-thirds of this MWV option was vested at the time of the merger. Following the Merger, the unvested portion of the converted option will vest in accordance with its terms on February 25, 2016.
- [F5]This option to purchase shares of MWV common stock was fully vested at the time of the Merger.
- [F6]At the time of the Merger, the performance conditions with respect to MWV performance-based restricted stock units ("MWV PSUs") were deemed to be earned based on actual performance from January 1, 2015 through the time of the Merger, and the MWV PSUs (and related converted awards as described below), as so earned, will vest on December 31, 2018.
- [F7]The performance conditions with respect to MWV PSUs were deemed to be earned based on target performance at the time of the Merger, and the MWV PSUs (and related converted awards as described below), as so earned, will vest on December 31, 2017.
- [F8]The performance conditions with respect to MWV PSUs were deemed to be earned based on target performance at the time of the Merger, and the MWV PSUs (and related converted awards as described below), as so earned, will vest on December 31, 2016.
- [F9]Each outstanding MWV PSU (as deemed earned pursuant to the Merger Agreement, was assumed by WestRock pursuant to the Merger Agreement and replaced with a WestRock restricted stock unit award related to the number of shares of WestRock common stock (rounded up to the nearest whole share) determined by multiplying the number of shares subject to the MWV PSU by 0.78.
Documents
Issuer
MEADWESTVACO Corp
CIK 0001159297
Entity typeoperating
IncorporatedDE
Related Parties
1- filerCIK 0001159297
Filing Metadata
- Form type
- 4
- Filed
- Jul 5, 8:00 PM ET
- Accepted
- Jul 6, 3:13 PM ET
- Size
- 31.2 KB