| 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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Smurfit WestRock plc [ SW ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/05/2024 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
| Ordinary Shares | 07/05/2024 | A | 61,667 | A | (1) | 61,667 | D | |||
| Ordinary Shares | 07/05/2024 | A | 3,188 | A | (1) | 3,188 | I | Shares owned by spouse | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Restricted Stock Units (DBP) | (2) | 07/05/2024 | A | 25,751 | (2) | (2) | Ordinary Shares | 25,751 | (2) | 25,751 | D | ||||
| Restricted Stock Units (PSP) | (3) | 07/05/2024 | A | 90,737 | (3) | (3) | Ordinary Shares | 90,737 | (3) | 90,737 | D | ||||
| Explanation of Responses: |
| 1. Pursuant to the Transaction Agreement, dated as of September 12, 2023 (the "Transaction Agreement"), by and among Smurfit Kappa Group plc ("Smurfit Kappa"), Smurfit WestRock plc (formerly Smurfit WestRock Limited and prior to that known as Cepheidway Limited, "Smurfit WestRock"), Sun Merger Sub, LLC and WestRock Company, on July 5, 2024, Smurfit Kappa was acquired by Smurfit WestRock pursuant to a scheme of arrangement (the "Scheme") and, in accordance with the Scheme, each ordinary share of Smurfit Kappa held by the Reporting Person was exchanged for one ordinary share of Smurfit WestRock, par value $0.001 per share (each a "Smurfit WestRock Share"), at the effective time of the Scheme (the "Scheme Effective Time"). |
| 2. Pursuant to the Transaction Agreement, at the Scheme Effective Time, each deferred bonus plan award ("DBP Award") in respect of ordinary shares of Smurfit Kappa held by the Reporting Person was converted into a restricted stock unit award in respect of Smurfit WestRock Shares covering the same number of shares as covered by, and otherwise subject to the same terms and conditions as applied to, such DBP Award as of immediately prior to the Scheme Effective Time. |
| 3. Pursuant to the Transaction Agreement, at the Scheme Effective Time, each performance share plan award ("PSP Award") in respect of ordinary shares of Smurfit Kappa was converted into a restricted stock unit award in respect of Smurfit WestRock Shares covering the same number of shares as covered by such PSP Award as of immediately prior to the Scheme Effective Time (with such number of shares determined by deeming the applicable performance goals to be achieved in accordance with the terms and conditions of the Transaction Agreement), and otherwise subject to the same terms and conditions (excluding performance goals) as applied to such PSP Award as of immediately prior to the Scheme Effective Time. |
| Remarks: |
| President and Chief Executive Officer, North America (including Mexico) |
| /s/ Ciara O'Riordan, attorney-in-fact for Laurent Sellier | 07/09/2024 | |
| ** 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. | ||
