Riverview Sponsor Partners Form 4 Westrock Coffee / R BRAD MARTIN 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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

MARTIN R BRAD

(Last)

(First)

(Middle)

4009 N. RODNEY PARHAM RD.

3RD FLOOR

(Street)

LITTLE ROCK

72212

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Westrock Coffee Co [ WEST ]

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)
08/11/2023

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

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

	Form filed by One Reporting Person
X	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)
COMMON STOCK	08/15/2023		J⁽¹⁾		3,426,095⁽¹⁾	D	$0	2,969,104⁽²⁾	D
COMMON STOCK	08/17/2023		J⁽¹⁾		95,995	A	$0	95,995⁽³⁾	I	By RBM Venture Company
COMMON STOCK	08/17/2023		J⁽¹⁾		8,756	A	$0	8,756⁽⁴⁾	I	By son
COMMON STOCK	08/17/2023		J⁽¹⁾		8,756	A	$0	8,756⁽⁴⁾	I	By son
COMMON STOCK	08/17/2023		J⁽¹⁾		8,756	A	$0	8,756⁽⁴⁾	I	By son
COMMON STOCK	08/17/2023		J⁽¹⁾		8,755	A	$0	8,755⁽⁴⁾	I	By spouse

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)
WARRANTS	$11.5	08/11/2023		J⁽⁵⁾			5,352,642⁽⁵⁾	09/25/2022	08/26/2027	Common Stock	10,699	⁽⁵⁾	10,699	D
WARRANTS	$11.5	08/14/2023		J⁽⁵⁾		1,991,266		09/25/2022	08/26/2027	Common Stock	1,991,266⁽⁶⁾	⁽⁵⁾	1,991,266	I	By Martin Family Foundation⁽⁶⁾
WARRANTS	$11.5	08/17/2023		J⁽⁵⁾		14,023		09/25/2022	08/26/2027	Common Stock	14,023⁽⁷⁾	⁽⁵⁾	14,023	I	By son
WARRANTS	$11.5	08/17/2023		J⁽⁵⁾		14,023		09/25/2022	08/26/2027	Common Stock	14,023⁽⁷⁾	⁽⁵⁾	14,023	I	By son
WARRANTS	$11.5	08/17/2023		J⁽⁵⁾		14,023		09/25/2022	08/26/2027	Common Stock	14,023⁽⁷⁾	⁽⁵⁾	14,023	I	By son
WARRANTS	$11.5	08/17/2023		J⁽⁵⁾		14,023		09/25/2022	08/26/2027	Common Stock	14,023⁽⁷⁾	⁽⁵⁾	14,023	I	By spouse

1. Name and Address of Reporting Person^*

MARTIN R BRAD

(Last)

(First)

(Middle)

4009 N. RODNEY PARHAM RD.

3RD FLOOR

(Street)

LITTLE ROCK

72212

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

Riverview Sponsor Partners, LLC

(Last)

(First)

(Middle)

700 COLONIAL ROAD, SUITE 101

(Street)

MEMPHIS

38117

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RBM Acquisition, LLC

(Last)

(First)

(Middle)

55 EAST MAIN STREET

SUITE 102

(Street)

CHATTANOOGA

37408

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

RBM Investments, LLC

(Last)

(First)

(Middle)

55 EAST MAIN STREET

SUITE 102

(Street)

MEMPHIS

37408

(City)

(State)

(Zip)

Explanation of Responses:

1. Represents pro rata distribution from Riverview Sponsor Partners, LLC, RBM Acquisition, LLC, and RBM Investments, LLC of the issuer's common stock, par value $0.01 per share ("Common Stock"), to members other than Mr. Martin. Mr. Martin is the managing member of all entities.

2. Represents the 1,251,887 acquired by Mr. Martin from Riverview Sponsor Partners, LLC, RBM Acquisition, LLC, and RBM Investments, LLC, in addition to the 1,700,000 shares of Common Stock previously owned by Mr. Martin, plus 17,127 restricted stock units ("RSUs"), which were granted pursuant to the Westrock Coffee Company 2022 Equity Incentive Plan. Each RSU represents a contingent right to receive one share of the issuer's Common Stock. 9,000 of the RSUs vested on August 29, 2023 and 8,217 will vest on August 14, 2024, subject to Mr. Martin's continued service on the board of directors of the issuer through the applicable vesting date and certain early vesting conditions.

3. Represents the 95,995 shares of Common Stock transferred to RBM Venture Company, of which Mr. Martin owns 100%.

4. Mr. Martin disclaims beneficial ownership of 35,023 shares of Common Stock held by members of Mr. Martin's household, and this report shall not be deemed an admission that Mr. Martin is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

5. Represents pro rata distribution from Riverview Sponsor Partners, LLC, of 5,352,642 of the issuer's warrants for Common Stock ("Warrants") to members other than Mr. Martin. Mr. Martin is the managing member of Riverview Sponsor Partners, LLC. Each Warrant is exercisable for one share of Common Stock. The Warrants are expected to be exercisable from and after September 25, 2022, subject to the terms and conditions of the Amended and Restated Warrant Agreement, dated August 26, 2022, by and among the Issuer, Computershare Inc. and Computershare Trust Company, N.A.

6. Represents 1,991,266 Warrants held by the Martin Family Foundation, over which Mr. Martin makes investment decisions.

7. Mr. Martin disclaims beneficial ownership of 56,092 Warrants held by members of Mr. Martin's household, and this report shall not be deemed an admission that Mr. Martin is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

	/s/ BY: R. BRAD MARTIN	08/30/2023
	** 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.

Riverview Sponsor Partners Form 4Westrock Coffee / R BRAD MARTIN ownership change