Cynthia P Moehring Form 4 PYXUS INTERNATIONAL / Cynthia P Moehring ownership change

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Moehring Cynthia P

(Last)

(First)

(Middle)

6001 HOSPITALITY COURT

SUITE 100

(Street)

MORRISVILLE

27560

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
PYXUS INTERNATIONAL, INC. [ PYYX ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
05/10/2024

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	⁽¹⁾	05/10/2024		D			8,000⁽²⁾	⁽³⁾	03/31/2028	Common Stock	8,000	$0	0	D
Restricted Stock Units	⁽¹⁾	05/10/2024		A		8,000⁽²⁾		⁽⁴⁾	03/31/2031	Common Stock	8,000	$0	8,000	D
Restricted Stock Units	⁽¹⁾	05/10/2024		D			9,260⁽²⁾	⁽⁵⁾	03/31/2028	Common Stock	9,260	$0	0	D
Restricted Stock Units	⁽¹⁾	05/10/2024		A		9,260⁽²⁾		⁽⁴⁾	03/31/2031	Common Stock	9,260	$0	17,260	D
Restricted Stock Units	⁽¹⁾	05/10/2024		D			9,260⁽²⁾	⁽⁶⁾	03/31/2028	Common Stock	9,260	$0	0	D
Restricted Stock Units	⁽¹⁾	05/10/2024		A		9,260⁽²⁾		⁽⁴⁾	03/31/2031	Common Stock	9,260	$0	26,520	D
Restricted Stock Units	⁽¹⁾	05/10/2024		D			2,320⁽²⁾	⁽⁷⁾	03/31/2028	Common Stock	2,320	$0	0	D
Restricted Stock Units	⁽¹⁾	05/10/2024		A		2,320⁽²⁾		⁽⁴⁾	03/31/2031	Common Stock	2,320	$0	28,840	D
Restricted Stock Units	⁽¹⁾	05/10/2024		D			10,965⁽²⁾	⁽⁸⁾	03/31/2028	Common Stock	10,965	$0	0	D
Restricted Stock Units	⁽¹⁾	05/10/2024		A		10,965⁽²⁾		⁽⁹⁾	03/31/2031	Common Stock	10,965	$0	10,965	D

Explanation of Responses:

1. Each restricted stock unit represents a contingent right to receive one share of Pyxus International, Inc. common stock.

2. Reports the amendment to outstanding restricted stock units to extend the period by which the condition to vesting must be satisfied, revise the contingent events triggering vesting and provide for vesting upon the occurrence of certain events qualifying as a Change in Control, which amendments are deemed to effect a disposition of the outstanding restricted stock units and the re-grant of restricted stock units of the same amount having the amended terms. Such amendments were approved by the Compensation Committee of the Board of Directors of Pyxus International, Inc.

3. The restricted stock units were awarded on August 19, 2021 and would vest contingent upon Pyxus International, Inc.'s common stock being listed for trading on a securities exchange registered with the SEC under Section 6 of the Securities Exchange Act of 1934 or an approved foreign securities exchange.

4. The restricted stock units vest upon the earliest to occur (such earliest event to occur being referred to as the Vesting Event) of the following: (i) March 31, 2031; (ii) the occurrence of a Change in Control (as defined in the Pyxus International, Inc. Amended and Restated 2020 Incentive Plan) as a result of a merger, consolidation, share exchange or sale of all or substantially all of the assets of the Company; or (iii) Pyxus International, Inc.'s common stock being listed for trading on a securities exchange registered with the SEC under Section 6 of the Securities Exchange Act of 1934 or an approved foreign securities exchange.

5. The restricted stock units were awarded on August 19, 2021 and were earned for vesting, based on continued service as a director, upon the earlier of August 19, 2022 or the commencement of the Pyxus International, Inc. annual shareholders meeting held in 2022, with vesting subject to satisfaction of the Listing Condition.

6. The restricted stock units were awarded on August 23, 2022 and were earned for vesting, based on continued service as a director, upon the earlier of August 18, 2023 or the commencement of the Pyxus International, Inc. annual shareholders meeting held in 2023, with vesting subject to satisfaction of the Listing Condition.

7. The restricted stock units were awarded on December 22, 2022 and were earned for vesting, based on continued service as a director, upon the earlier of August 18, 2023 or the commencement of the Pyxus International, Inc. annual shareholders meeting held in 2023, with vesting subject to satisfaction of the Listing Condition.

8. The restricted stock units were awarded on November 16, 2023 and are to be earned for vesting based on continued service as a director through the earlier of August 23, 2024 or the commencement of the Pyxus International, Inc. annual shareholders meeting to be held in 2024, with a prorated amount being earned for vesting if service ceases before such date, and with vesting being subject to satisfaction of the Listing Condition.

9. The restricted stock units are to be earned for vesting based on continued service as a director through the earlier of August 23, 2024 or the commencement of the Pyxus International, Inc. annual shareholders meeting to be held in 2024, with a prorated amount being earned for vesting if service ceases before such date, and with vesting being further subject to the occurrence of the Vesting Event.

Remarks:

	/s/ Christopher Meredith, Attorney-In-Fact	05/14/2024
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

Cynthia P Moehring Form 4PYXUS INTERNATIONAL / Cynthia P Moehring ownership change