Sec Form 4 Filing - ASALI OMAR @ Ranpak Holdings Corp. - 2020-09-02

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 ASALI OMAR 2. Issuer Name and Ticker or Trading Symbol Ranpak Holdings Corp. [ PACK] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) CEO and Executive Chairman (Last) (First) (Middle) 7990 AUBURN ROAD 3. Date of Earliest Transaction (MM/DD/YY) 09/02/2020 (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 09/02/2020 A 33,096 A 1,309,923 D Class A common stock 09/02/2020 A 44,273 A 1,433,679 I By Vivoli Holdings ( 3 ) Class A common stock 2,577,480 ( 4 ) I By One Madison Group, LLC ( 4 )

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 Warrant to Purchase Common Stock $ 11.5 09/02/2020 D 150,441 ( 5 ) 07/03/2019 06/03/2024 Class A Common Stock 150,441 ( 5 ) 0 D Warrant to Purchase Common Stock $ 11.5 09/02/2020 D 201,243 ( 6 ) 07/03/2019 06/03/2024 Class A Common Stock 201,243 ( 6 ) 0 I By Vivoli Holdings ( 3 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other ASALI OMAR 7990 AUBURN ROAD CONCORD TOWNSHIP, OH44077 X CEO and Executive Chairman Signatures /s/ Michele Smolin, attorney-in-fact 09/04/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Mr. Asali acquired 33,096 shares of Class A common stock in exchange for 150,441 warrants to acquire shares of Class A common stock in an issuer exchange offer. ( 2 )Vivoli Holdings acquired 44,273 shares of Class A common stock in exchange for 201,243 warrants to acquire shares of Class A common stock in an issuer exchange offer. ( 3 )Vivoli Holdings holds 1,433,679 shares of Class A common stock. Mr. Asali controls Vivoli Holdings. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. ( 4 )One Madison Group, LLC holds 2,577,480 shares of Class A common stock. Mr. Asali is the sole managing member of One Madison Group, LLC and has sole voting and investment power with respect to the shares held by One Madison Group, LLC. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein. ( 5 )Mr. Asali disposed of 150,441 warrants to acquire shares of Class A common stock in exchange for 33,096 shares of Class A common stock in an issuer exchange offer. ( 6 )Vivoli Holdings disposed of 201,243 warrants to acquire shares of Class A common stock in exchange for 44,273 shares of Class A common stock in an issuer exchange offer.

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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