Sec Form 4 Filing - Dickson Ward H. @ WestRock Co - 2019-02-02

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
Dickson Ward H.
2. Issuer Name and Ticker or Trading Symbol
WestRock Co [ WRK]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
EVP & Chief Financial Officer
(Last) (First) (Middle)
1000 ABERNATHY ROAD NE
3. Date of Earliest Transaction (MM/DD/YY)
02/02/2019
(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 02/02/2019 A 78,580 ( 3 ) A $ 38.7 162,437 D
Common Stock 02/02/2019 F 33,215 ( 1 ) D $ 38.7 129,565 ( 2 ) D
Common Stock 02/04/2019 P 2,645 A $ 37.9389 ( 4 ) 132,210 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
Dickson Ward H.
1000 ABERNATHY ROAD NE
ATLANTA, GA30328
EVP & Chief Financial Officer
Signatures
Robert B. McIntosh (Attorney-in-fact pursuant to power of attorney previously filed with the SEC) 02/05/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Amount includes 31,547 shares withheld for tax liability for grant of performance-based stock and 1,668 shares withheld for tax liability for final tranche of restricted stock grant on February 2, 2016.
( 2 )Amount includes 343 shares received in dividend reinvestments on vesting of final tranche of restricted stock grant on February 2, 2016.
( 3 )Relates to a grant of performance-based stock on February 2, 2016, which, pursuant to its terms, vested on February 2, 2019. The performance results were certified by the compensation committee of the board of directors of WestRock Company on January 31, 2019. The amount of shares shown includes 7,290 shares that were received through dividend reinvestments on the award since the date of the grant.
( 4 )Shares purchased at average price of $37.9389. Prices ranging from $37.9350 to $37.94 per share.

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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