Sec Form 4 Filing - STONE ROGER W @ KAPSTONE PAPER & PACKAGING CORP - 2018-11-02

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 STONE ROGER W 2. Issuer Name and Ticker or Trading Symbol KAPSTONE PAPER & PACKAGING CORP [ KS] 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) KAPSTONE PAPER AND PACKAGING CORPORATION, 1101 SKOKIE BLVD., STE. 300 3. Date of Earliest Transaction (MM/DD/YY) 11/02/2018 (Street) NORTHBROOK, IL60062 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 11/02/2018 D 3,374,250 D 75,055 D Common Stock 11/02/2018 D 75,055 D 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 Stock Option (Right to Buy) $ 8.875 11/02/2018 D 107,594 ( 3 ) 03/07/2022 Common Stock 107,594 ( 4 ) 0 D Stock Option (Right to Buy) $ 13.825 11/02/2018 D 90,490 ( 5 ) 03/06/2023 Common Stock 90,490 ( 4 ) 0 D Stock Option (Right to Buy) $ 30.41 11/02/2018 D 55,448 ( 6 ) 03/12/2024 Common Stock 55,448 ( 4 ) 0 D Stock Option (Right to Buy) $ 31.89 11/02/2018 D 89,286 ( 7 ) 03/26/2025 Common Stock 89,286 ( 4 ) 0 D Stock Option (Right to Buy) $ 12.72 11/02/2018 D 96,524 ( 8 ) 03/18/2026 Common Stock 96,524 ( 4 ) 0 D Stock Option (Right to Buy) $ 22.195 11/02/2018 D 128,412 ( 9 ) 03/07/2027 Common Stock 128,412 ( 4 ) 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other STONE ROGER W KAPSTONE PAPER AND PACKAGING CORPORATION 1101 SKOKIE BLVD., STE. 300 NORTHBROOK, IL60062 X Executive Chairman Signatures /s/ Timothy W. Schmidt, Attorney-in-Fact 11/06/2018 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to the Agreement and Plan of Merger (the "Merger Agreement"), dated as of January 28, 2018 among WRKCo Inc., a Delaware corporation (formerly known as WestRock Company), KapStone Paper and Packaging Corporation, a Delaware corporation ("KapStone" or the "Company"), WestRock Company, a Delaware corporation (formerly known as Whiskey Holdco, Inc.), Whiskey Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdco, and Kola Merger Sub, Inc., a Delaware corporation and a wholly owned subsidiary of Holdco ("Merger Sub"), effective as of the effective time of the merger of Merger Sub with and into the Company (the "Merger"), these shares of Company common stock, par value $0.0001 per share, were converted into the right to receive, at the election of the stockholder, (i) $35.00 in cash, without interest thereon or (ii) 0.4981 shares of Holdco common stock. ( 2 )Pursuant to the Merger Agreement, each KapStone restricted stock unit award was converted at the effective time of the Merger into a Holdco restricted stock unit award, generally on the same terms and conditions as were applicable to such KapStone restricted stock unit award immediately prior to the effective time of the Merger, relating to the number of Holdco shares (rounded to the nearest whole share) determined by multiplying the number of KapStone shares subject to the KapStone restricted stock unit award by the Equity Award Exchange Ratio (as defined in the Merger Agreement). ( 3 )The options vested 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date. The options were granted on 3/7/12. ( 4 )Pursuant to the Merger Agreement, these options to purchase KapStone shares converted at the effective time of the Merger into an option to purchase, generally on the same terms and conditions as were applicable to such KapStone option immediately prior to the effective time of the Merger, a number of Holdco shares (rounded down to the nearest whole share) determined by multiplying the number of KapStone shares subject to the KapStone option by the Equity Award Exchange Ratio (as defined in the Merger Agreement), at an exercise price per share (rounded up to the nearest whole cent) determined by dividing the per-share exercise price of the KapStone option by the Equity Award Exchange Ratio. ( 5 )The options vested 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date. The options were granted on 3/6/13. ( 6 )The options vested 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date. The options were granted on 3/12/14. ( 7 )The options vested 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date. The options were granted on 3/26/15. ( 8 )The options vested 50% on the second anniversary of the grant date and were scheduled to vest 50% on the third anniversary of the grant date. The options were granted on 3/18/16. ( 9 )The options were scheduled to vest 50% on the second anniversary of the grant date and 50% on the third anniversary of the grant date. The options were granted on 3/7/17.

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