MEADWESTVACO Corp 4

Accession 0001159297-15-000053

CIK 0001159297operating

View on SEC.gov Company Profile

Filed

Jul 5, 8:00 PM ET

Accepted

Jul 6, 3:15 PM ET

Size

43.3 KB

Accession

0001159297-15-000053

Insider Transaction Report

Form 4

Period: 2015-07-01

MEADWESTVACO CorpMWV

WILLKIE WENDELL L II

SR. V.P., GEN.COUNSEL & SEC.

Transactions

Disposition to Issuer
Common Stock
2015-07-01−75,994→ 0 total
Disposition to Issuer
Common Stock
2015-07-01−17,787→ 0 total(indirect: Employer Stock Plan)
Disposition to Issuer
Non-Qualified Stock Option
2015-07-01−3,022→ 0 total
Exercise: $54.76Exp: 2025-02-23→ Common Stock (3,022 underlying)
Disposition to Issuer
Non-Qualified StockOption
2015-07-01−61,942→ 0 total
Exercise: $27.33Exp: 2022-06-25→ Common Stock (61,942 underlying)
Disposition to Issuer
Non-Qualified Stock Option
2015-07-01−48,817→ 0 total
Exercise: $25.44Exp: 2021-02-28→ Common Stock (48,817 underlying)
Award
Performance-Based Restricted Stock Units
2015-07-01+21,864→ 21,864 total
Exercise: $0.00→ Common Stock (21,864 underlying)
Disposition to Issuer
Performance-Based Restricted Stock Units
2015-07-01−2,141→ 0 total
Exercise: $0.00→ Common Stock (2,141 underlying)
Disposition to Issuer
Common Stock
2015-07-01−33,666.174→ 0 total(indirect: Deferred Income Plan)
Disposition to Issuer
Non-Qualified Stock Option
2015-07-01−31,334→ 0 total
Exercise: $33.57Exp: 2023-02-25→ Common Stock (31,334 underlying)
Disposition to Issuer
Non-Qualified Stock Options
2015-07-01−2,307→ 0 total
Exercise: $20.65Exp: 2020-02-22→ Common Stock (2,307 underlying)
Disposition to Issuer
Non-Qualified Stock Option
2015-07-01−55,027→ 0 total
Exercise: $23.57Exp: 2018-02-25→ Common Stock (55,027 underlying)
Award
Performance-Based Restricted Stock Units
2015-07-01+2,141→ 2,141 total
Exercise: $0.00→ Common Stock (2,141 underlying)
Disposition to Issuer
Non-Qualified Stock Option
2015-07-01−26,220→ 0 total
Exercise: $35.89Exp: 2024-02-24→ Common Stock (26,220 underlying)
Disposition to Issuer
Non-Qualified Stock Options
2015-07-01−48,459→ 0 total
Exercise: $20.65Exp: 2020-02-22→ Common Stock (48,459 underlying)
Disposition to Issuer
Non-Qualified Stock Option
2015-07-01−42,860→ 0 total
Exercise: $27.83Exp: 2017-02-26→ Common Stock (42,860 underlying)
Award
Performance-Based Restricted Stock Units
2015-07-01+17,225→ 17,225 total
Exercise: $0.00→ Common Stock (17,225 underlying)
Disposition to Issuer
Performance-Based Restricted Stock United
2015-07-01−17,225→ 0 total
Exercise: $0.00→ Common Stock (17,225 underlying)
Disposition to Issuer
Performance-Based Restricted Stock Units
2015-07-01−21,864→ 0 total
Exercise: $0.00→ Common Stock (21,864 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 fractional 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

1 file

4
edgar.xmlPrimary
PRIMARY DOCUMENT

Issuer

MEADWESTVACO Corp

CIK 0001159297

→

Entity typeoperating

IncorporatedDE

Related Parties

filerCIK 0001159297

Filing Metadata

Form type: 4
Filed: Jul 5, 8:00 PM ET
Accepted: Jul 6, 3:15 PM ET
Size: 43.3 KB

View on SEC.gov