Sec Form 4 Filing - Lindner Patrick Edward @ WestRock Co - 2020-05-20

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
Lindner Patrick Edward
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)
President, Consumer Packaging
(Last) (First) (Middle)
1000 ABERNATHY ROAD, NE
3. Date of Earliest Transaction (MM/DD/YY)
05/20/2020
(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 05/20/2020 A 12,447 ( 1 ) A $ 25.31 28,163 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
Lindner Patrick Edward
1000 ABERN ATHY ROAD, NE
ATLANTA, GA30328
President, Consumer Packaging
Signatures
Robert B. McIntosh (attorney-in-fact pursuant to power of attorney previously filed with the SEC) 05/21/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The Company's Compensation Committee recently determined to set payments under the fiscal 2020 short term incentive program (the "2020 Program") at threshold (i.e. 50% of target) and make payouts following the end of fiscal 2020 in the form of Company common stock, rather than cash, with the fair market value of the shares based on the average closing price of the Company's common stock on the NYSE for the 10-day trading period commencing on May 7, 2020. The amount of shares listed as acquired on this Form 4 represents 90% of the recipient's total award amount under the 2020 Program at threshold because the award amount remains subject to a safety modifier, pursuant to which it may be decreased by up to 10% or increased by up to 5% depending on fiscal 2020 safety performance under the 2020 Program. The award is subject to the recipient's continued employment and will be paid in accordance with the terms of the 2020 Program. The award is scheduled to vest on November 13, 2020.

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