4//SEC Filing
Macadam Stephen E. 4
Accession 0001599489-23-000157
CIK 0001599489other
Filed
Nov 29, 7:00 PM ET
Accepted
Nov 30, 12:08 PM ET
Size
8.6 KB
Accession
0001599489-23-000157
Insider Transaction Report
Form 4
Veritiv CorpVRTV
Macadam Stephen E.
Director
Transactions
- Disposition to Issuer
Common Stock
2023-11-30$170.00/sh−6,600$1,122,000→ 0 total - Disposition to Issuer
Phantom Stock
2023-11-30$170.00/sh−19,019$3,233,230→ 0 total→ Common Stock (19,019 underlying)
Footnotes (4)
- [F1]Pursuant to the Agreement and Plan of Merger, dated as of August 6, 2023 (as it has been or may be amended, supplemented, waived or otherwise modified in accordance with its terms, the "Merger Agreement") by and among Veritiv Corporation (the "Company"), Verde Purchaser, LLC, a Delaware limited liability company ("Parent") that is affiliated with Clayton, Dubilier & Rice, LLC, and Verde Merger Sub, Inc., a Delaware corporation and a wholly-owned subsidiary of Parent, on November 30, 2023 (the "Effective Time"), each issued and outstanding share of the Company's common stock, par value $0.01 per share ("Common Stock"), was cancelled and converted into the right to receive $170 per share in cash, without interest (the "Merger Consideration").
- [F2]Each dividend equivalent right is the economic equivalent of one share of Common Stock.
- [F3]The dividend equivalent rights accrued on phantom stock previously granted to the reporting person, and are fully vested and non-forfeitable on the grant date and shall be paid to the reporting person in shares of Common Stock on the elected distribution date under the Veritiv Corporation Deferred Compensation Savings Plan, in the case of phantom stock, or within 30 days after the reporting person's termination of service as a director, in the case of deferred stock units.
- [F4]Each outstanding award of phantom stock units of the Company, whether settleable in shares of Common Stock or cash, were canceled, and each holder will receive an amount in cash equal to (i) the Merger Consideration per share of Common Stock multiplied by (ii) the number of shares of Common Stock subject to each such award, together with any cash dividends accrued.
Documents
Issuer
Veritiv Corp
CIK 0001599489
Entity typeother
Related Parties
1- filerCIK 0001432316
Filing Metadata
- Form type
- 4
- Filed
- Nov 29, 7:00 PM ET
- Accepted
- Nov 30, 12:08 PM ET
- Size
- 8.6 KB