Sec Form 4 Filing - Molinelli Gavin @ 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
Molinelli Gavin
2. Issuer Name and Ticker or Trading Symbol
WAUSAU PAPER CORP. [ WPP]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O STARBOARD VALUE LP, 777 THIRD AVENUE, 18TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
01/21/2016
(Street)
NEW YORK, NY10017
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
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
Common Stock Equivalent Units $ 0 ( 1 ) 01/21/2016 D 10,367.1338 ( 2 ) ( 2 ) Common Stock 10,367.1338 $ 0 0 D
Restricted Stock Units $ 0 ( 3 ) 01/21/2016 D 9,384.0237 ( 3 ) ( 3 ) Common Stock 9,384.0237 $ 0 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Molinelli Gavin
C/O STARBOARD VALUE LP
777 THIRD AVENUE, 18TH FLOOR
NEW YORK, NY10017
X
Signatures
Robert J. Gitter, Attorney-in-Fact 01/22/2016
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Converts to common stock on a one-for-one basis.
( 2 )Stock equivalent units accrued under the Wausau Paper Corp. Deferred Compensation Plan for Directors. 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"), the director has incurred a termination of service and is entitled to a cash payment equal to the merger consideration of $10.25 per share multiplied by the number of shares of common stock equivalent units.
( 3 )Each unit represented right to receive one share of issuer's common stock upon termination of service as a director, unless deferred at election of reporting person. 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.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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