Sec Form 4 Filing - Fliss Timothy S. @ BEMIS CO INC - 2019-06-11

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
Fliss Timothy S.
2. Issuer Name and Ticker or Trading Symbol
BEMIS CO INC [ BMS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Senior Vice President
(Last) (First) (Middle)
2301 INDUSTRIAL DR., P.O. BOX 669
3. Date of Earliest Transaction (MM/DD/YY)
06/11/2019
(Street)
NEENAH, WI54956
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
Common Stock 06/11/2019 D( 1 ) 21,194 D 0 D
Common Stock 06/11/2019 D( 1 ) 17,767 D 0 I By Family Trust
Common Stock 06/11/2019 D( 1 ) 1,247 D 0 I By 401(k) Plan
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
Restricted Stock Unit ( 3 ) 06/11/2019 D( 1 ) 2,836 ( 3 ) ( 3 ) Common Stock 2,836 ( 3 ) 0 D
Performance Stock Unit ( 4 ) 06/11/2019 D( 1 ) 6,618 ( 4 ) ( 4 ) Common Stock 6,618 ( 4 ) 0 D
Restricted Stock Unit ( 3 ) 06/11/2019 D( 1 ) 2,952 ( 3 ) ( 3 ) Common Stock 2,952 ( 3 ) 0 D
Performance Stock Unit ( 4 ) 06/11/2019 D( 1 ) 6,888 ( 4 ) ( 4 ) Common Stock 6,888 ( 4 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fliss Timothy S.
2301 INDUSTRIAL DR.
P.O. BOX 669
NEENAH, WI54956
Senior Vice President
Signatures
Sheri H. Edison Power of Attorney 06/11/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Disposed of as a result of merger pursuant to the previously announced Transaction Agreement, dated as of August 6, 2018 (which, as it may be amended from time to time, we refer to as the "Transaction Agreement"), by and among Amcor plc (f/k/a Arctic Jersey Limited)("New Amcor"), Amcor Limited, Arctic Corp. and Bemis Company, Inc.
( 2 )Each share of common stock was cancelled pursuant to the Transaction Agreement in exchange for the right to receive the consideration provided in the Transaction Agreement (i.e., 5.1 ordinary shares of New Amcor for each such share, subject to applicable tax withholding and with cash payable in lieu of any fractional shares).
( 3 )Each restricted stock unit was cancelled pursuant to the Transaction Agreement in exchange for the right to receive the consideration provided in the Transaction Agreement (i.e., 5.1 ordinary shares of New Amcor for each such unit, subject to applicable tax withholding and with cash payable in lieu of any fractional shares).
( 4 )Each performance stock unit was cancelled pursuant to the Transaction Agreement in exchange for the right to receive the consideration provided in the Transaction Agreement (i.e., 5.1 ordinary shares of New Amcor for each share of Bemis common stock that would be issuable if such unit vested at target, subject to applicable tax withholding and with cash payable in lieu of any fractional shares).

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