Sec Form 4 Filing - CRAKER SHERRI L @ WAUSAU PAPER CORP. - 2016-01-21

Insider filing report for Changes in Beneficial Ownership
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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
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1. Name and Address of Reporting Person
CRAKER SHERRI L
2. Issuer Name and Ticker or Trading Symbol
WAUSAU PAPER CORP. [ WPP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
SVP & CFO
(Last) (First) (Middle)
800 OAK RIDGE ROAD
3. Date of Earliest Transaction (MM/DD/YY)
01/21/2016
(Street)
MOSINEE, WI54455
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
No Par Value Common Stock 01/21/2016 D( 1 ) 660 D $ 10.25 0 I 401(k) Trust
No Par Value Common Stock 01/21/2016 D( 2 ) 31,198.2324 D $ 10.25 0 D
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
Performance Rights $ 0 ( 2 ) 01/21/2016 D( 3 ) 22,423.3727 01/02/2016( 3 ) 01/02/2016( 3 ) Common Stock 22,423.3727 $ 0 0 D
Performance Rights $ 0 ( 2 ) 01/21/2016 D( 4 ) 16,372.8091 01/03/2017( 4 ) 01/03/2017( 4 ) Common Stock 16,372.8091 $ 0 0 D
Common Stock (Right to Buy) $ 12.57 01/21/2016 D( 5 ) 5,000 ( 5 ) 12/16/2019 Common Stock 5,000 ( 5 ) 0 D
Common Stock (Right to Buy) $ 10.71 01/21/2016 D( 5 ) 3,000 ( 5 ) 12/13/2021 Common Stock 3,000 ( 5 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
CRAKER SHERRI L
800 OAK RIDGE ROAD
MOSINEE, WI54455
SVP & CFO
Signatures
Robert J. Gitter, Attorney-in-Fact 01/22/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents an unallocated interest in a 401(k) common stock investment fund. Disposed of pursuant to an agreement and plan of merger dated October 12, 2015 by and among issuer, SCA Americas Inc., and Salmon Acquisition, Inc. (the "Merger") in which the issuer's common stockholders, within three days of the effective date of the Merger, were entitled to receive the merger consideration of $10.25 per common share.
( 2 )Converts to common stock on a one-for-one basis. Disposed of pursuant to an agreement and plan of merger dated October 12, 2015 by and among issuer, SCA Americas Inc ., and Salmon Acquisition, Inc. (the "Merger") in which the issuer's common stock holders, within three days of the effective date of the Merger, were entitled to receive the merger consideration of $10.25 per common share.
( 3 )Converts to common stock on a one-for-one basis. On June 19, 2014, the performance rights vested in accordance with the change in control provisions included in the performance rights grant agreement. The rights were fully vested and exercisable at the earlier of the Reporting Person's separation from the issuer or January 2, 2016. Pursuant to the Merger, the award was cancelled in exchange for a cash payment equal to the merger consideration of $10.25 per share multiplied by the number of shares of common stock subject to such performance unit award.
( 4 )Converts to common stock on a one-for-one basis. On June 19, 2014, the performance rights vested in accordance with the change in control provisions included in the performance rights grant agreement. The rights were fully vested and exercisable at the earlier of the Reporting Person's separation from the issuer or January 3, 2017. Pursuant to the Merger, the award was cancelled in exchange for a cash payment equal to the merger consideration of $10.25 per share multiplied by the number of shares of common stock subject to such performance unit award.
( 5 )This option was cancelled in the Merger with no cash payment since its exercise price was greater than the merger consideration of $10.25 per share.

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