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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Carlyle Group Management L.L.C. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220 S WASHINGTON, DC 20004-2505 |
X | |||
TC Group Cayman Investment Holdings, L.P. CAYMAN CORPORATE CENTER, 27 HOSPITAL ROAD, GEORGE TOWN, GRAND CAYMAN, E9 KY1-9008 |
X | |||
TC Group Cayman Investment Holdings Sub L.P. CAYMAN CORPORATE CENTER, 27 HOSPITAL ROAD, GEORGE TOWN, GRAND CAYMAN, E9 KY1-9008 |
X | |||
Carlyle Group L.P. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220S WASHINGTON, DC 20004-2505 |
X | |||
Carlyle Holdings II GP L.L.C. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220 S. WASHINGTON, DC 20004-2505 |
X | |||
Carlyle Holdings II L.P. C/O THE CARLYLE GROUP 1001 PENNSYLVANIA AVE. NW, SUITE 220 S. WASHINGTON, DC 20004-2505 |
X |
Carlyle Group Management L.L.C., By: /s/ William Conway, Chairman | 06/06/2017 | |
**Signature of Reporting Person | Date | |
The Carlyle Group L.P., By: Carlyle Group Management L.L.C., its general partner, By: /s/ William Conway, Chairman | 06/06/2017 | |
**Signature of Reporting Person | Date | |
Carlyle Holdings II GP L.L.C., By: The Carlyle Group L.P., its managing member, By: Carlyle Group Management L.L.C., its general partner, By: /s/ William Conway | 06/06/2017 | |
**Signature of Reporting Person | Date | |
Carlyle Holdings II L.P., By: /s/ William Conway, Chairman | 06/06/2017 | |
**Signature of Reporting Person | Date | |
TC Group Cayman Investment Holdings, L.P., By: Carlyle Holdings II, L.P., its general partner, By: /s/ William Conway, Chairman | 06/06/2017 | |
**Signature of Reporting Person | Date | |
TC Group Cayman Investment Holdings Sub L.P., By: TC Group Cayman Investment Holdings, L.P., its general partner, By: /s/ William Conway, Chairman | 06/06/2017 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | Disposed of in exchange for $18.00 per share pursuant to the Agreement and Plan of Merger, dated as of January 23, 2017, by and among the Issuer, WestRock Company and WRK Merger Sub Limited ("Merger Sub"), pursuant to which Merger Sub was merged with and into the Issuer, with the Issuer surviving such merger. |
(2) | CEP III Chase S.a r.l. is the record holder of these shares. Carlyle Group Management L.L.C. is the general partner of The Carlyle Group L.P., which is a publicly traded entity listed on NASDAQ. The Carlyle Group L.P. is the managing member of Carlyle Holdings II GP L.L.C., which is the general partner of Carlyle Holdings II L.P., which is the general partner of TC Group Cayman Investment Holdings, L.P., which is the general partner of TC Group Cayman Investment Holdings Sub L.P., which is the sole shareholder of CEP III Managing GP Holdings, Ltd., which is the general partner of CEP III Managing GP, L.P., which is the general partner of Carlyle Europe Partners III, L.P., which is the sole shareholder of CEP III Participations, S.a r.l., SICAR, which is the sole shareholder of CEP III Chase S.a r.l.. |
Remarks: Due to the limitations of the electronic filing system, each of CEP III Managing GP Holdings, Ltd., CEP III Managing GP, L.P., Carlyle Europe Partners III, L.P., CEP III Participations S.a r.l., SICAR and CEP III Chase S.a r.l. are filing a separate Form 4. |