- Statement of Changes in Beneficial Ownership (4)
2011年5月28日 - 1:38AM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Expires:
February 28, 2011
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public
Utility Holding Company Act of 1935 or Section 30(f) of the Investment Company Act of 1940
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1. Name and Address of Reporting Person
*
Denton Matthew Todd
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2. Issuer Name
and
Ticker or Trading Symbol
SMURFIT-STONE CONTAINER Corp
[
SSCC
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Sr. VP - Planning and Analysis
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(Last)
(First)
(Middle)
SMURFIT-STONE CONTAINER CORPORATION, SIX CITYPLACE DRIVE
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3. Date of Earliest Transaction
(MM/DD/YYYY)
5/27/2011
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(Street)
CREVE COEUR, MO 63141
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_
X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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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)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock
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5/27/2011
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(1)
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D
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2052
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D
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(3)
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0
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D
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Restricted Stock Units
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5/27/2011
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(1)
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D
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22174
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D
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(4)
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0
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. Code
(Instr. 8)
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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6. Date Exercisable and Expiration Date
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7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4)
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8. Price of Derivative Security
(Instr. 5)
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9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)
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10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Stock Option
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$20.74
(2)
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5/27/2011
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(1)
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D
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70217
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7/1/2011
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7/1/2017
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Common Stock
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70217
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(5)
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0
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D
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Explanation of Responses:
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(
1)
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Not Applicable.
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(
2)
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Options were priced at the average of the closing prices on the New York Stock Exchange for the 30 calendar days following the listing date of the underlying common stock.
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(
3)
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Pursuant to the Merger Agreement, each option to purchase the Issuer's common stock that remained outstanding at the effective time of the Merger was assumed by Rock-Tenn and converted into an option to purchase a number of shares of Rock-Tenn common stock equal to the product of (i) the number of shares of Smurfit-Stone common stock subject to the option and (ii) the equity award exchange ratio, rounded down to the nearest whole share. The per share exercise price for Rock-Tenn common stock issuable upon the exercise of such assumed stock option will be equal to (i) the per share exercise price of Smurfit-Stone common stock at which the option was exercisable immediately prior to the effective time of the merger divided by (ii) the equity award exchange ratio, rounded up to the nearest whole cent. The equity award exchange ratio is the sum of (x) 0.30605 and (y) the quotient of $17.50 divided by the average, rounded to the nearest one ten thousandth, of the closing sale prices of RockTenn common stock on the NYSE as reported by The Wall Street Journal for the five full trading days immediately preceding, but not including, the date on which the merger becomes effective.
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(
4)
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Pursuant to the merger agreement and the terms of the underlying Smurfit-Stone Equity Incentive Plan pursuant to which these Restricted Stock Units were granted each outstanding Restricted Stock Unit denominated in shares of the Issuer's common stock that remained outstanding immediately prior to the effective time of the Merger and was granted prior to January 23, 2011, was vested and was converted into the right to receive $17.50 in cash and 0.30605 of a share of Rock-Tenn common stock.
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(
5)
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Pursuant to the Merger Agreement, each option to purchase the Issuer's common stock that remained outstanding at the effective time of the Merger was assumed by Rock-Tenn and converted into an option to purchase a number of shares of Rock-Tenn common stock equal to the product of (i) the number of shares of Smurfit-Stone common stock subject to the option and (ii) the equity award exchange ratio, rounded down to the nearest whole share. The per share exercise price for Rock-Tenn common stock issuable upon the exercise of such assumed stock option will be equal to (i) the per share exercise price of Smurfit-Stone common stock at which the option was exercisable immediately prior to the effective time of the merger divided by (ii) the equity award exchange ratio, rounded up to the nearest whole cent.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Denton Matthew Todd
SMURFIT-STONE CONTAINER CORPORATION
SIX CITYPLACE DRIVE
CREVE COEUR, MO 63141
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Sr. VP - Planning and Analysis
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Signatures
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/s/ Craig A. Hunt, attorney-in-fact
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5/26/2011
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations.
See
18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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