Sec Form 4 Filing - THORNTON FELICIA D @ Pactiv Evergreen Inc. - 2022-02-28

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 THORNTON FELICIA D 2. Issuer Name and Ticker or Trading Symbol Pactiv Evergreen Inc. [ PTVE] 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 PACTIV EVERGREEN INC., 1900 W. FIELD COURT 3. Date of Earliest Transaction (MM/DD/YY) 02/28/2022 (Street) LAKE FOREST, IL60045 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 02/28/2022 P 5,200 A $ 9.8478( 1 ) 12,342( 2 ) I By Family Trust( 3 ) Common Stock 17,799( 4 ) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other THORNTON FELICIA D C/O PACTIV EVERGREEN INC. 1900 W. FIELD COURT LAKE FOREST, IL60045 X Signatures /s/ Tyler T. Rosenbaum, Assistant Secretary, by Power of Attorney 03/02/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The reported price is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $9.75 - $9.92 per share, inclusive. The reporting person undertakes to provide to the issuer, any securityholder of the issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within the ranges set forth in this Footnote 1 to this Form 4. ( 2 )Includes 7,142 shares held indirectly that were incorrectly reported as having been held directly on the reporting person's Form 4 filed with the Securities and Exchange Commission on September 23, 2021. ( 3 )Shares are held by The Thornton Family Revocable Trust u/a/d 7/12/2006, in which Ms. Thornton is a Trustee. ( 4 )Includes 8,513 unvested restricted stock units formerly reported under Table II, which the reporting person is electing instead to report on Table I.

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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