Sec Form 3/A Filing - ACR Group Paper Holdings JR LP @ Sylvamo Corp - 2022-04-21

Insider filing report for Changes in Beneficial Ownership
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FORM 3/A
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
ACR Group Paper Holdings JR LP
2. Issuer Name and Ticker or Trading Symbol
Sylvamo Corp [ SLVM]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director X __ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
100 NORTHFIELD STREET
3. Date of Earliest Transaction (MM/DD/YY)
04/21/2022
(Street)
GREENWICH, CT06830
4. If Amendment, Date Original Filed (MM/DD/YY)
04/26/2022
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, par value $1.00 per share ("Common Stock") 6,312,454 D ( 1 ) ( 2 ) ( 3 )
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
Cash-Settled Equity Swaps $ 32.1471 ( 6 ) ( 4 ) 06/16/2026 Common Stock 2,150,000 I See footnotes ( 5 ) ( 6 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
ACR Group Paper Holdings JR LP
100 NORTHFIELD STREET
GREENWICH, CT06830
X
ACR Group Paper Holdings JR GP LLC
100 NORTHFIELD STREET
GREENWICH, CT06830
X
ACR Group Paper Holdings LP
100 NORTHFIELD STREET
GREENWICH, CT06830
X
Atlas Capital GP IV LP
100 NORTHFIELD STREET
GREENWICH, CT06830
X
Atlas Capital Resources GP IV LLC
100 NORTHFIELD STREET
GREENWICH, CT06830
X
BURSKY ANDREW M
100 NORTHFIELD STREET
GREENWICH, CT06830
X
Fazio Timothy J
100 NORTHFIELD STREET
GREENWICH, CT06830
X
Signatures
By: ACR Group Paper Holdings JR LP; By: ACR Group Paper Holdings JR GP LLC, its general partner; By: /s/ Timothy J. Fazio, President 06/23/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )ACR Group Paper Holdings JR LP, a Delaware limited partnership ("ACR GPH JR"), is the direct beneficial owner of 6,312,454 shares of common stock, par value $1.00 per share (the "Common Stock"), of Sylvamo Corporation (the "Issuer").
( 2 )ACR Group Paper Holdings JR GP LLC, a Delaware limited liability company ("ACR GPH JR GP"), is the general partner of ACR GPH JR. ACR Group Paper Holdings LP, a Delaware limited partnership ("ACR GPH"), is the sole member of ACR GPH JR GP. Atlas Capital GP IV LP, a Delaware limited partnership ("AC GP IV"), is the general partner of ACR GPH. Atlas Capital Resources GP IV LLC, a Delaware limited liability company ("ACR GP IV"), is the general partner of AC GP IV. ACR GPH JR, ACR GPH JR GP, ACR GPH, AC GP IV, and ACR GP IV are collectively referred to as the "Atlas Entities." Andrew M. Bursky and Timothy J. Fazio are each a manager and Managing Partner of ACR GP IV, and may be deemed to control the Atlas Entities. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended, each of Mr. Bursky, Mr. Fazio, and the Atlas Entities (aside from ACR GPH JR)
( 3 )(Continued from footnote 2) may be deemed to have an indirect pecuniary interest in the shares of the Common Stock of the Issuer that are held by ACR GPH JR. The filing of this statement shall not be deemed an admission that any of the Reporting Persons is the beneficial owner of the securities reported herein for purposes of Section 16 of the Securities Act of 1934, as amended, or otherwise. Each of the Reporting Persons expressly disclaims beneficial ownership of the securities reported herein except to the extent of its or his pecuniary interest therein.
( 4 )These cash-settled equity swaps can be settled at any time prior to the expiration date.
( 5 )The swap agreement held by ACR GPH JR represents economic exposure to an aggregate of 2,150,000 notional shares of Common Stock of the Issuer (the "Swap Agreement"). The Swap Agreement provides ACR GPH JR with economic results that are comparable to the economic results of ownership but does not provide it with the power, directly or indirectly, to vote or direct the voting or to dispose or direct the disposition of the shares of Common Stock of the Issuer that are the subject of the Swap Agreement.
( 6 )Upon settlement of the Swap Agreement, either (i) the counterparty will pay to the Reporting Persons in cash an amount determined in part by reference to any increase between the initial reference price set forth in column 4 of Table II and the market value of the reference shares of Common Stock set forth in column 3 of Table II on the applicable expiration date set forth in column 2 of Table II or (ii) the Reporting Persons will pay to the counterparty in cash an amount determined in part by reference to any decrease between the initial reference price set forth in column 4 of Table II and the market value of the reference shares of Common Stock set forth in column 3 of Table II on the applicable expiration date set forth in column 2 of Table II.

Remarks:
Exhibit List Exhibit 24.1 - Power of Attorney Exhibit 24.2 - Power of Attorney Exhibit 24.3 - Power of Attorney Exhibit 24.4 - Power of Attorney Exhibit 24.5 - Power of Attorney Exhibit 99.1 - Joint Filers' Names and Addresses Exhibit 99.2 - Joint Filers' Signatures

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