Dmitri L. Stockton - Jul 5, 2024 Form 4 Insider Report for Smurfit WestRock plc (SW)

Role
Director
Signature
/s/ Ciara O'Riordan, attorney-in-fact for Dmitri L. Stockton
Stock symbol
SW
Transactions as of
Jul 5, 2024
Transactions value $
$0
Form type
4
Date filed
7/9/2024, 09:50 PM
Previous filing
May 7, 2024
Next filing
Sep 20, 2024

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SW Ordinary Shares Award +6.82K 6.82K Jul 5, 2024 Direct F1
transaction SW Ordinary Shares Award +4.19K +61.45% 11K Jul 5, 2024 Direct F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 Pursuant to the Transaction Agreement, dated as of September 12, 2023 (the "Transaction Agreement"), by and among Smurfit Kappa Group plc, Smurfit WestRock plc (formerly Smurfit WestRock Limited and prior to that known as Cepheidway Limited, "Smurfit WestRock"), Sun Merger Sub, LLC ("Merger Sub") and WestRock Company ("WestRock"), on July 5, 2024, Merger Sub merged with and into WestRock (the "Merger"). Pursuant to the Merger, each share of WestRock common stock ("WestRock Common Stock") held by the Reporting Person was converted into the right to receive one ordinary share of Smurfit WestRock, par value $0.001 per share (each a "Smurfit WestRock Share"), plus $5.00 in cash (the "Merger Consideration") at the effective time of the Merger (the "Merger Effective Time").
F2 Pursuant to the Transaction Agreement, at the Merger Effective Time, each restricted stock unit award in respect of shares of WestRock Common Stock held by the Reporting Person became fully vested and entitled to receive the Merger Consideration (subject to any deferred payment or settlement as required by Section 409A of the Code).