Dmitri L. Stockton - Jul 5, 2024 Form 4 Insider Report for WestRock Co (WRK)

Role: Director
Signature: Steph W. Bignon (attorney-in-fact pursuant to power of attorney previously filed with the SEC)
Stock symbol: WRK
Transactions as of: Jul 5, 2024
Transactions value $: $0
Form type: 4
Date filed: 7/8/2024, 05:00 PM
Previous filing: May 7, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	WRK	Common Stock	Disposed to Issuer		-11K	-100%		0	Jul 5, 2024	Direct	F1, F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Dmitri L. Stockton is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	Reflects an aggregate of 11,010.5 shares underlying unvested restricted stock unit awards and vested restricted stock unit awards held pursuant to the Issuer's Non-Employee Director Deferred Compensation Plan, which awards were fully vested (to the extent not already vested) as of immediately prior to the Merger Effective Time (as defined in the Transaction Agreement, dated as of September 12, 2023, by and among the Issuer, Smurfit Kappa Group plc, Smurfit Westrock plc (formerly known as Smurfit WestRock Limited, "Smurfit Westrock"), and Sun Merger Sub, LLC (the "Transaction Agreement")). Also includes dividend equivalents exempt from Section 16 that were credited since the Reporting Person's most recent Form 4
F2	Pursuant to the Transaction Agreement, at the Merger Effective Time, each share of the Issuer's common stock held by the Reporting Person was cancelled and automatically converted into the right to receive, without interest and less applicable withholding taxes, one ordinary share of Smurfit Westrock and $5.00 in cash. With respect to any amount payable that constitutes nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code ("Section 409A"), to the extent that payment of such amount would otherwise cause the imposition of a tax or penalty under Section 409A, the delivery of the Merger Consideration will be made at the earliest time permitted under the Transaction Agreement and the terms of the corresponding award that will not result in the imposition of such tax or penalty.

Content

Reflects an aggregate of 11,010.5 shares underlying unvested restricted stock unit awards and vested restricted stock unit awards held pursuant to the Issuer's Non-Employee Director Deferred Compensation Plan, which awards were fully vested (to the extent not already vested) as of immediately prior to the Merger Effective Time (as defined in the Transaction Agreement, dated as of September 12, 2023, by and among the Issuer, Smurfit Kappa Group plc, Smurfit Westrock plc (formerly known as Smurfit WestRock Limited, "Smurfit Westrock"), and Sun Merger Sub, LLC (the "Transaction Agreement")). Also includes dividend equivalents exempt from Section 16 that were credited since the Reporting Person's most recent Form 4

Pursuant to the Transaction Agreement, at the Merger Effective Time, each share of the Issuer's common stock held by the Reporting Person was cancelled and automatically converted into the right to receive, without interest and less applicable withholding taxes, one ordinary share of Smurfit Westrock and $5.00 in cash. With respect to any amount payable that constitutes nonqualified deferred compensation subject to Section 409A of the Internal Revenue Code ("Section 409A"), to the extent that payment of such amount would otherwise cause the imposition of a tax or penalty under Section 409A, the delivery of the Merger Consideration will be made at the earliest time permitted under the Transaction Agreement and the terms of the corresponding award that will not result in the imposition of such tax or penalty.