Sec Form 4 Filing - Bobba Bharani @ Ranpak Holdings Corp. - 2019-06-03

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 Bobba Bharani 2. Issuer Name and Ticker or Trading Symbol Ranpak Holdings Corp. [ PACK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner _____ Officer (give title below) X __ Other (specify below) Former Officer (Last) (First) (Middle) 7990 AUBURN ROAD 3. Date of Earliest Transaction (MM/DD/YY) 06/03/2019 (Street) CONCORD TOWNSHIP, OH44077 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 ( 1 ) 06/03/2019 C 43,272 ( 2 ) A 43,272 D Class A common stock 06/03/2019 M 2,261 A 45,533 D Class A common stock 06/03/2019 A 603 A $ 10 46,136 D Class A common stock 06/03/2019 A 17,000 A $ 10 ( 4 ) 63,136 D Class A common stock 06/03/2019 A 731 A 63,867 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 Class B common stock ( 1 ) ( 3 ) 06/03/2019 C 43,272 06/03/2019 ( 3 ) Class A or Class C common stock 100,000 ( 3 ) 0 D Class B common stock ( 3 ) 06/03/2019 M 2,261 06/03/2019 ( 3 ) Class A or Class C common stock 2,261 ( 3 ) 0 D Warrants (Right to buy) $ 11.5 06/03/2019 D 7,306 ( 6 ) ( 6 ) Class A or Class C common stock 7,306 ( 5 ) 0 D Warrants (Right to buy) $ 11.5 06/03/2019 A 3,014 ( 7 ) ( 7 ) Class A common stock 3,014 ( 4 ) 3,014 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Bobba Bharani 7990 AUBURN ROAD CONCORD TOWNSHIP, OH44077 Former Officer Signatures /s/ Michele Smolin, attorney-in-fact 06/05/2019 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The transaction described herein is exempt under Rule 16b-6(b) as the conversion of a derivative security. ( 2 )One-third of this Class A common stock has vested and the remaining two-thirds will vest in equal installments on June 3, 2020 and June 3, 2021, respectively. These shares of Class A common stock are subject to forfeiture if certain earnout targets are not met. ( 3 )The shares of Class B common stock automatically converts into Class A common stock effective as of the closing of the previously announced business combination between One Madison Corporation and Rack Holdings, Inc. and Ranpak Corp., which closing occurred on June 3, 2019 (the "Ranpak Business Combination"). ( 4 )Pursuant to a forward purchase agreement, contingent on the completion of the Ranpak Business Combination, Mr. Bobba agreed to purchase shares of Class A common stock for $10.00 per share. In connection with the purchase of the shares of Class A common stock under the forward purchase agreement, Mr. Bobba was also entitled to receive one warrant for every three shares of Class A common stock that was issued and sold to Mr. Bobba. ( 5 )Effective as of the Ranpak Business Combination, the issuer canceled, pursuant to the issuer's warrant exchange program, the warrants granted to Mr. Bobba on January 22, 2018. In exchange for the warrants, Mr. Bobba received 731 shares of Class A common stock from the issuer. ( 6 )Each of the canceled warrants would have entitled Mr. Bobba to purchase one share of either Class A or Class C common stock per warrant. If they had not been canceled, the warrants could have been exercised during the period commencing 30 days after the Ranpak Business Combination and terminating at 5:00 p.m. New York City time on the date that is five years after the Ranpak Business Combination. ( 7 )The warrant may be exercised during the period commencing 30 days after the Ranpak Business Combination and terminating at 5:00 p.m. New York City time on the date that is five years after the Ranpak Business Combination.

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).

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