Sec Form 4 Filing - St. John Adam @ Verso Corp - 2020-01-14

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 St. John Adam 2. Issuer Name and Ticker or Trading Symbol Verso Corp [ VRS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO (Last) (First) (Middle) 8540 GANDER CREEK DRIVE 3. Date of Earliest Transaction (MM/DD/YY) 01/14/2020 (Street) MIAMISBURG, OH45342 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 01/14/2020 A 63,559 ( 1 ) A $ 0 135,493 D Class A Common Stock 01/14/2020 A 16,653 ( 2 ) A $ 0 34,330 I By Spouse Class A Common Stock 01/14/2020 F 22,581 ( 3 ) D $ 16.56 112,912 ( 4 ) D Class A Common Stock 01/14/2020 F 4,663 ( 5 ) D $ 16.56 29,667 ( 6 ) I By Spouse

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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other St. John Adam 8540 GANDER CREEK DRIVE MIAMISBURG, OH45342 X CEO Signatures /s/ St. John Daugherty, as Attorney-in-Fact 01/16/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Consists of 63,559 shares of common stock acquired upon the vesting of 42,373 performance-based stock units granted on October 12, 2017. The performance conditions applicable to the award were determined to have been satisfied by Verso Corporation's ("Verso") Compensation Committee on January 14, 2020, resulting in the stock units vesting at 150% of the original grant based upon the compound annual growth rate ("CAGR") of Verso's publicly traded voting common stock price over the three-year period from January 1, 2017 to January 1, 2020 (the "Measurement Period") as compared to the CAGR during the Measurement Period of the publicly traded voting common stock prices of a peer group of companies. ( 2 )Consists of 16,653 shares of common stock acquired by Mr. St. John's spouse upon the vesting of 11,102 performance-based stock units granted on October 12, 2017. The performance conditions applicable to the award were determined in the same manner as described in footnote (1) above. ( 3 )The reporting person surrendered to Verso 22,581 shares of common stock to satisfy applicable tax withholding liability in connection with the performance-based award referenced in footnote (1) above. ( 4 )Consists of (i) 65,181 shares of common stock, (ii) 21,187 stock units vesting on January 1, 2021, (iii) 14,819 stock units vesting in two substantially equal annual installments beginning on January 1, 2021, (iv) 7,957 stock units vesting in two substantially equal annual installments beginning on January 1, 2021, and (v) 3,768 stock units vesting in two substantially equal installments beginning on January 1, 2021. Each stock unit represents the right, subject to vesting, to receive one share of common stock. ( 5 )Mr. St. John's spouse surrendered to Verso 4,663 shares of common stock to satisfy applicable tax withholding liability in connection with the performance-based award referenced in footnote (2) above. ( 6 )Consists of (i) 18,066 shares of common stock, (ii) 5,551 stock units vesting on January 1, 2021, (iii) 3,882 stock units vesting in two substantially equal annual installments beginning on January 1, 2021, and (iv) 2,168 stock units vesting in two substantially equal annual installments beginning on January 1, 2021. Each stock unit represents the right, subject to vesting, to receive one share of common stock.

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).

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