Michael Jack King - Apr 1, 2025 Form 4 Insider Report for Pactiv Evergreen Inc. (PTVE)

Role
President and CEO, Director
Signature
/s/ Tyler T. Rosenbaum, by Power of Attorney
Stock symbol
PTVE
Transactions as of
Apr 1, 2025
Transactions value $
$0
Form type
4
Date filed
4/1/2025, 12:12 PM
Previous filing
Dec 18, 2024
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PTVE Common Stock Award $0 +13.9K +1.1% $0.00 1.27M Apr 1, 2025 Direct F1
transaction PTVE Common Stock Award $0 +735K +57.88% $0.00 2.01M Apr 1, 2025 Direct F2
transaction PTVE Common Stock Disposed to Issuer -2.01M -100% 0 Apr 1, 2025 Direct F3, F4
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Michael Jack King is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 Represents additional shares acquired by the reporting person in connection with the settlement of dividend equivalent rights upon the accelerated vesting of the reporting person's outstanding restricted stock units ("RSUs"), as described below.
F2 Represents shares acquired by the reporting person in connection with the accelerated vesting pursuant to the Merger Agreement (as defined below) of 328,157 performance share units ("PSUs") that were granted in 2023, and 260,279 PSUs that were granted in 2024, in each case together with associated dividend equivalent rights. Pursuant to the Merger Agreement and the determination by the Compensation Committee of the Issuer's Board of Directors in relation to achievement of the performance criteria, the 2023 PSUs were converted at 132% of target and the 2024 PSUs were converted at target.
F3 On April 1, 2025, pursuant to the Agreement and Plan of Merger dated as of December 9, 2024 (the "Merger Agreement"), by and among the Issuer, Novolex Holdings, LLC (the "Parent") and Alpha Lion Sub, Inc. ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer continuing as the surviving corporation and a wholly-owned subsidiary of the Parent.
F4 Pursuant to the Merger Agreement, each share of the Issuer's common stock and each unvested RSU, including any dividend equivalent rights accrued thereon, was canceled and converted into the right to receive $18.00 in cash, without interest.