Sec Form 4 Filing - MARTIN R BRAD @ Westrock Coffee Co - 2023-08-11

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
MARTIN R BRAD
2. Issuer Name and Ticker or Trading Symbol
Westrock Coffee Co [ WEST]
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)
4009 N. RODNEY PARHAM RD., 3RD FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
08/11/2023
(Street)
LITTLE ROCK, AR72212
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
_____ Form filed by One Reporting Person
__ X __ 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 08/15/2023 J( 1 ) 3,426,095 ( 1 ) D $ 0 2,969,104 ( 2 ) D
COMMON STOCK 08/17/2023 J( 1 ) 95,995 A $ 0 95,995 ( 3 ) I By RBM Venture Company
COMMON STOCK 08/17/2023 J( 1 ) 8,756 A $ 0 8,756 ( 4 ) I By son
COMMON STOCK 08/17/2023 J( 1 ) 8,756 A $ 0 8,756 ( 4 ) I By son
COMMON STOCK 08/17/2023 J( 1 ) 8,756 A $ 0 8,756 ( 4 ) I By son
COMMON STOCK 08/17/2023 J( 1 ) 8,755 A $ 0 8,755 ( 4 ) I By spouse
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
WARRANTS $ 11.5 08/11/2023 J( 5 ) 5,352,642 ( 5 ) 09/25/2022 08/26/2027 Common Stock 10,699 ( 5 ) 10,699 D
WARRANTS $ 11.5 08/14/2023 J( 5 ) 1,991,266 09/25/2022 08/26/2027 Common Stock 1,991,266 ( 6 ) ( 5 ) 1,991,266 I By Martin Family Foundation ( 6 )
WARRANTS $ 11.5 08/17/2023 J( 5 ) 14,023 09/25/2022 08/26/2027 Common Stock 14,023 ( 7 ) ( 5 ) 14,023 I By son
WARRANTS $ 11.5 08/17/2023 J( 5 ) 14,023 09/25/2022 08/26/2027 Common Stock 14,023 ( 7 ) ( 5 ) 14,023 I By son
WARRANTS $ 11.5 08/17/2023 J( 5 ) 14,023 09/25/2022 08/26/2027 Common Stock 14,023 ( 7 ) ( 5 ) 14,023 I By son
WARRANTS $ 11.5 08/17/2023 J( 5 ) 14,023 09/25/2022 08/26/2027 Common Stock 14,023 ( 7 ) ( 5 ) 14,023 I By spouse
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
MARTIN R BRAD
4009 N. RODNEY PARHAM RD.
3RD FLOOR
LITTLE ROCK, AR72212
X
Riverview Sponsor Partners, LLC
700 COLONIAL ROAD, SUITE 101
MEMPHIS, TN38117
Prior 10% Owner
RBM Acquisition, LLC
55 EAST MAIN STREET
SUITE 102
CHATTANOOGA, TN37408
Prior 10% Owner
RBM Investments, LLC
55 EAST MAIN STREET
SUITE 102
MEMPHIS, TN37408
Prior 10% Owner
Signatures
/s/ BY: R. BRAD MARTIN 08/30/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents pro rata distribution from Riverview Sponsor Partners, LLC, RBM Acquisition, LLC, and RBM Investments, LLC of the issuer's common stock, par value $0.01 per share ("Common Stock"), to members other than Mr. Martin. Mr. Martin is the managing member of all entities.
( 2 )Represents the 1,251,887 acquired by Mr. Martin from Riverview Sponsor Partners, LLC, RBM Acquisition, LLC, and RBM Investments, LLC, in addition to the 1,700,000 shares of Common Stock previously owned by Mr. Martin, plus 17,127 restricted stock units ("RSUs"), which were granted pursuant to the Westrock Coffee Company 2022 Equity Incentive Plan. Each RSU represents a contingent right to receive one share of the issuer's Common Stock. 9,000 of the RSUs vested on August 29, 2023 and 8,217 will vest on August 14, 2024, subject to Mr. Martin's continued service on the board of directors of the issuer through the applicable vesting date and certain early vesting conditions.
( 3 )Represents the 95,995 shares of Common Stock transferred to RBM Venture Company, of which Mr. Martin owns 100%.
( 4 )Mr. Martin disclaims beneficial ownership of 35,023 shares of Common Stock held by members of Mr. Martin's household, and this report shall not be deemed an admission that Mr. Martin is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
( 5 )Represents pro rata distribution from Riverview Sponsor Partners, LLC, of 5,352,642 of the issuer's warrants for Common Stock ("Warrants") to members other than Mr. Martin. Mr. Martin is the managing member of Riverview Sponsor Partners, LLC. Each Warrant is exercisable for one share of Common Stock. The Warrants are expected to be exercisable from and after September 25, 2022, subject to the terms and conditions of the Amended and Restated Warrant Agreement, dated August 26, 2022, by and among the Issuer, Computershare Inc. and Computershare Trust Company, N.A.
( 6 )Represents 1,991,266 Warrants held by the Martin Family Foundation, over which Mr. Martin makes investment decisions.
( 7 )Mr. Martin disclaims beneficial ownership of 56,092 Warrants held by members of Mr. Martin's household, and this report shall not be deemed an admission that Mr. Martin is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.

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