Sec Form 4 Filing - ASALI OMAR @ Ranpak Holdings Corp. - 2019-06-03

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person ASALI OMAR 2. Issuer Name and Ticker or Trading Symbol Ranpak Holdings Corp. [ PACK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Executive Chairman (Last) (First) (Middle) 7990 AUBURN ROAD 3. Date of Earliest Transaction (MM/DD/YY) 06/03/2019 (Street) CONCORD TOWNSHIP, OH44077 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 Class A common stock 06/03/2019 M 263,763 ( 1 ) A 263,763 D Class A common stock 06/03/2019 A 888,702 A $ 10 ( 6 ) 1,152,465 D Class A common stock 06/03/2019 A 200,604 A 1,353,069 D Class A common stock 06/03/2019 M 2,769,929 ( 8 ) A 2,769,929 ( 8 ) I By One Madison Group, LLC Class A common stock 06/03/2019 A 1,188,802 ( 9 ) A 1,188,802 ( 9 ) I By Vivoli Holdings

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 (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 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) Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares Class B common stock ( 2 ) 06/03/2019 D( 7 ) 2,926 ( 2 ) ( 2 ) Footnote ( 2 ) ( 2 ) $ 0.01 263,763 D Class B common stock ( 2 ) 06/03/2019 M 263,763 06/03/2019 ( 2 ) Class A or Class C common stock 263,763 ( 2 ) 0 D Warrants (Right to buy) $ 11.5 06/03/2019 D 2,006,041 ( 3 ) ( 3 ) Class A or Class C common stock 2,006,041 ( 4 ) 0 D Warrants (Right to buy) $ 11.5 06/03/2019 A 150,441 ( 5 ) ( 5 ) Class A common stock 150,441 ( 6 ) 150,441 D Class B common stock ( 8 ) 06/03/2019 M 2,769,929 ( 8 ) 06/03/2019 ( 8 ) Class A or Class C common stock ( 8 ) ( 8 ) 0 I By One Madison Group, LLC Warrants (Right to buy) $ 11.5 06/03/2019 A 201,243 ( 9 ) 06/03/2019 ( 9 ) Class A or Class C common stock ( 9 ) ( 9 ) 0 I By Vivoli Holdings

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ASALI OMAR 7990 AUBURN ROAD CONCORD TOWNSHIP, OH44077 X Executive Chairman Signatures /s/ Trent Meyerhoefer, attorney-in-fact 06/05/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )These 263,763 shares of Class A common stock are subject to forfeiture if certain earnout targets are not met. ( 2 )The Class B common stock automatically converts into Class A common stock effective as of the closing of the previously announced business combination between One Madison Corporation and Rack Holdings, Inc. and Ranpak Corp., which closing occurred on June 3, 2019 (the "Ranpak Business Combination"). ( 3 )Each of the canceled warrants would have entitled Mr. Asali to purchase one share of either Class A or Class C common stock. If they had not been canceled, the warrants could have been exercised during the period commencing 30 days after the Ranpak Business Combination and terminating at 5:00 p.m. New York City time on the date that is five years after the Ranpak Business Combination. ( 4 )Effective as of the Ranpak Business Combination, the issuer canceled, pursuant to the issuer's warrant exchange program, the warrants granted to Mr. Asali on January 22, 2018. In exchange for the warrants, Mr. Asali received 200,604 shares of Class A common stock from the issuer. ( 5 )The warrant may be exercised during the period commencing 30 days after the Ranpak Business Combination and terminating at 5:00 p.m. New York City time on the date that is five years after the Ranpak Business Combination. ( 6 )Pursuant to a forward purchase agreement, contingent on the completion of the Ranpak Business Combination, Mr. Asali agreed to purchase shares of Class A common stock for $10.00 per share. In connection with the purchase of the shares of Class A common stock under the forward purchase agreement, Mr. Asali was also entitled to receive one warrant for every three shares of Class A common stock that was issued and sold to Mr. Asali. ( 7 )Mr. Asali disposed of Class B common stock pursuant to a reallocation agreement between the issuer, the reporting person and certain other shareholders. ( 8 )One Madison Group, LLC held 2,769,929 shares of Class B common stock that automatically converted to Class A common stock effective as of the Ranpak Business Combination. Mr. Asali is the sole managing member of One Madison Group, LLC and has sole voting and investment power with respect to the shares held by One Madison Group, LLC. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest there in. ( 9 )Vivoli Holdings holds 1,188,802 shares of Class A common stock and 201,243 warrants. 72,004 of these shares of the Class A common stock were purchased for $10.00 per share. The remaining 1,116,798 shares of Class A common stock were purchased for $10.00 per share and, in connection with the purchase of these shares under the forward purchase agreement, one warrant for every three shares of Class A common stock was also received. Mr. Asali controls Vivoli Holdings. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.

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.