Sec Form 4 Filing - LUKE JOHN A JR @ WestRock Co - 2018-11-02

Insider filing report for Changes in Beneficial Ownership
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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
LUKE JOHN A JR
2. Issuer Name and Ticker or Trading Symbol
WestRock Co [ WRK]
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)
1000 ABERNATHY ROAD NE
3. Date of Earliest Transaction (MM/DD/YY)
11/02/2018
(Street)
ATLANTA, GA30328
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 ( 1 ) 11/02/2018 A 497,443 A 497,443 D
Common Stock ( 1 ) 11/02/2018 A 2,269 A 2,269 I By Spouse
Common Stock ( 1 ) 11/02/2018 A 140,680 A 140,680 I By Trust
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) D ate Exercisable Expiration Date Title Amount or Number of Shares
Stock option - right to buy $ 23.65 11/02/2018 A 214,392 07/01/2015 02/22/2020 Common Stock 214,392 ( 3 ) 214,392 D
Stock option - right to buy $ 23.65 11/02/2018 A 12,241 07/01/2015 02/22/2020 Common Stock 12,241 ( 3 ) 12,241 D
Stock option - right to buy $ 29.14 11/02/2018 A 188,659 07/01/2015 02/28/2021 Common Stock 188,659 ( 3 ) 188,659 D
Stock option - right to buy $ 31.3 11/02/2018 A 261,165 07/01/2015 06/25/2022 Common Stock 261,165 ( 3 ) 261,165 D
Stock option - right to buy $ 38.44 11/02/2018 A 143,988 07/01/2015 02/25/2023 Common Stock 143,988 ( 3 ) 143,988 D
Stock option - right to buy $ 41.11 11/02/2018 A 127,808 07/01/2015 02/24/2024 Common Stock 127,808 ( 3 ) 127,808 D
Stock option - right to buy $ 62.71 11/02/2018 A 87,075 07/01/2015 07/01/2025 Common Stock 87,075 ( 3 ) 87,075 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
LUKE JOHN A JR
1000 ABERNATHY ROAD NE
ATLANTA, GA30328
X
Signatures
Robert B. McIntosh (Attorney-in-fact pursuant to power of attorney previously filed with SEC) 11/06/2018
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On November 2, 2018, pursuant to the terms of the Agreement and Plan of Merger, dated as of January 28, 2018, by and among WRKCo Inc. (formerly known as WestRock Company), KapStone Paper and Packaging Corporation ("KapStone"), WestRock Company (formerly known as Whiskey Holdco, Inc.) ("WestRock"), Whiskey Merger Sub, Inc. and Kola Merger Sub Inc.: (i) Whiskey Merger Sub, Inc. merged with and into WRKCo Inc., with WRKCo Inc. surviving such merger as a wholly owned subsidiary of WestRock and (ii) Kola Merger Sub, Inc. merged with and into KapStone with KapStone surviving such merger as a wholly owned subsidiary of WestRock (such mergers, together, the "Mergers").
( 2 )Represents shares of WestRock common stock acquired in connection with the Mergers in exchange for shares of WRKCo Inc. common stock on a one-for-one basis and, in the case of restricted stock, subject to the same terms and conditions as were applicable to such shares immediately prior to the consummation of the Mergers.
( 3 )Represents WestRock stock options (i) acquired in connection with the Mergers in exchange for WRKCo Inc. stock options on a one-for-one basis and (ii) subject to the same terms and conditions (including the exercise price and applicable vesting requirements, if any) as were applicable applied to such stock options immediately prior to the consummation of the Mergers.

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