Statement of Changes in Beneficial Ownership (4)
30 July 2022 - 6:10AM
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
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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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1. Name and Address of Reporting Person
*
Shannon Kingsley E. |
2. Issuer Name and Ticker or Trading Symbol
Neenah Inc
[
NP
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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) EVP, President - Fine Paper |
(Last)
(First)
(Middle)
3460 PRESTON RIDGE ROAD, SUITE 600 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
7/6/2022 |
(Street)
ALPHARETTA, GA 30005
(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 | 7/6/2022 | | D | | 1738 | D | (1) | 0 | D | |
Common Stock | 7/6/2022 | | D | | 2713 | D | (2) | 0 | D | |
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) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Performance Share Units | (3) | 7/6/2022 | | D | | | 7519 | (4) | (5) | Common Stock | 7519 | (3) | 0 | D | |
Stock Appreciation Rights | (7) | 7/6/2022 | | D | | | 780 | (8) | 1/27/2024 | Common Stock | 780 | (6) | 0 | D | |
Stock Appreciation Rights | (7) | 7/6/2022 | | D | | | 1194 | (8) | 1/25/2026 | Common Stock | 1194 | (6) | 0 | D | |
Stock Appreciation Rights | (7) | 7/6/2022 | | D | | | 1190 | (8) | 1/29/2027 | Common Stock | 1190 | (6) | 0 | D | |
Stock Appreciation Rights | (7) | 7/6/2022 | | D | | | 910 | (8) | 1/26/2025 | Common Stock | 910 | (6) | 0 | D | |
Stock Appreciation Rights | (7) | 7/6/2022 | | D | | | 1126 | (8) | 1/30/2028 | Common Stock | 1126 | (6) | 0 | D | |
Explanation of Responses: |
(1) | These shares of common stock were disposed of pursuant to the Agreement and Plan of Merger, dated as of March 28, 2022 (the "Merger Agreement") by and among Neenah, Inc. ("Neenah"), Samurai Warrior Merger Sub, Inc. and Mativ Holdings, Inc. (f/k/a Schweitzer-Mauduit International, Inc., "Mativ") in exchange for shares of Mativ common stock, at a rate of 1.358 shares of Mativ common stock for each share of Neenah common stock. The closing price of Mativ common stock on the New York Stock Exchange on July 6, 2022, the effective date of the merger (the "Effective Date"), was $22.41. |
(2) | These shares were subject to Neenah restricted stock units, which, pursuant to the Merger Agreement on the Effective Date, automatically converted into Mativ restricted stock units in respect of that number of shares of Mativ common stock (rounded down to the nearest whole share) equal to the product of the number of shares of Neenah common stock subject to the Neenah restricted stock unit award immediately prior to the Effective Time and 1.358. Each such Mativ restricted stock unit award is subject to the same terms and conditions as applied to the corresponding Neenah restricted stock unit award immediately prior to the Effective Time. |
(3) | Pursuant to the Merger Agreement, on the Effective Date, these Neenah performance share units automatically converted into Mativ restricted stock unit awards with respect to that number of shares of Mativ common stock (rounded down to the nearest whole share) equal to the product of the number of shares of Neenah common stock subject to such Neenah performance share units immediately prior to the Effective Time and 1.358 and are convertible into shares of Mativ common stock on a one-for-one basis on the applicable vesting dates. |
(4) | Each such Mativ restricted stock unit award is scheduled to cliff vest, subject to continued service, on the last day of the originally scheduled performance period, but subject to earlier payment and vesting in accordance with the applicable Neenah performance share award agreement. Otherwise, each such Mativ restricted stock unit award is subject to the same terms and conditions as applied to the corresponding Neenah performance share award immediately prior to the Effective Time. |
(5) | The performance share units do not have an expiration date. |
(6) | Pursuant to the Merger Agreement, on the Effective Date, these Neenah stock appreciation rights automatically converted into Mativ stock appreciation rights with respect to that numbers of shares of Mativ common stock (rounded down to the nearest whole share) equal to the product of the number of shares of Neenah common stock subject to such stock appreciation rights immediately prior to the Effective Time and 1.358; provided, however, that the exercise price and the number of shares of SWM Common Stock will be determined in a manner consistent with the requirements of Section 409A of the Code. |
(7) | Pursuant to the Merger Agreement, on the Effective Date, these Neenah stock appreciation rights automatically converted into Mativ stock appreciation rights with respect to that number of shares of Mativ common stock (rounded down to the nearest whole share) equal to the product of the number of shares of Neenah common stock subject to such Neenah stock appreciation rights immediately prior to the Effective Time and 1.358. |
(8) | The Stock Appreciation Rights are fully vested. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Shannon Kingsley E. 3460 PRESTON RIDGE ROAD, SUITE 600 ALPHARETTA, GA 30005 |
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| EVP, President - Fine Paper |
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Signatures
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/s/ Kingsley E. Shannon | | 7/29/2022 |
**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 control number. |
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