Jairo Lorenzatto - Jul 5, 2024 Form 4 Insider Report for Smurfit WestRock plc (SW)

Signature
/s/ Ciara O'Riordan, attorney-in-fact for Jairo Lorenzatto
Stock symbol
SW
Transactions as of
Jul 5, 2024
Transactions value $
$0
Form type
4
Date filed
7/9/2024, 09:53 PM

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction SW Ordinary Shares Award +1.61K 1.61K Jul 5, 2024 Direct F1
transaction SW Ordinary Shares Award +17.9K +1114.93% 19.5K Jul 5, 2024 Direct F2, F3
* 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 that was held by the Reporting Person was converted into (a) a restricted stock unit award in respect of Smurfit WestRock Shares, covering the same number of shares as covered by such WestRock restricted stock unit award as of immediately prior to the Merger Effective Time, and
F3 (b) a restricted cash award equal to the product of $5.00 multiplied by the number of shares covered by such WestRock restricted stock unit award as of immediately prior to the Merger Effective Time, in the case of each of clauses (a) and (b), with the number of shares underlying the WestRock restricted stock unit immediately prior to the Merger Effective Time determined by deeming any applicable performance goals to be achieved in accordance with the terms and conditions of the Transaction Agreement and with the converted awards otherwise subject to the same terms and conditions (excluding performance goals) as applied to such WestRock restricted stock unit award as of immediately prior to the Merger Effective Time.

Remarks:

President and Chief Executive Officer, LATAM