| Name | Relationship | Address | Signature | Signature date | CIK |
|---|---|---|---|---|---|
| Bayh Evan | Director | 3 BETHESDA METRO CENTER, SUITE 1000, BETHESDA | /s/ Evan Bayh | 2025-05-02 | 0001520135 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | BERY | Common Stock | Disposed to Issuer | -28.3K | -100% | 0 | Apr 30, 2025 | Direct | F1 | ||
| transaction | BERY | Common Stock | Disposed to Issuer | -3.49K | -100% | 0 | Apr 30, 2025 | By Revocable Trust | F1 |
| Type | Sym | Class | Transaction | Value $ | Shares | Change % | * Price $ | Shares After | Date | Underlying Class | Amount | Exercise Price | Ownership | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| transaction | BERY | Restricted Stock Units | Disposed to Issuer | -2.09K | -100% | 0 | Apr 30, 2025 | Common Stock | 2.09K | Direct | F2, F3 | |||
| transaction | BERY | Director Stock Option (Right to Buy) | Disposed to Issuer | -64.6K | -100% | 0 | Apr 30, 2025 | Common Stock | 64.6K | Direct | F4, F5, F6 |
Evan Bayh is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.
| Id | Content |
|---|---|
| F1 | On April 30, 2025, the previously announced acquisition of the Issuer was completed pursuant to the terms of the Agreement and Plan of Merger, dated as of November 19, 2024 (the "Merger Agreement"), by and among the Issuer, Amcor plc ("Amcor") and Aurora Spirit, Inc. At the effective time of the merger (the "Effective Time"), each share of the Issuer's common stock outstanding immediately prior to the Effective Time (excluding shares held by the Issuer as treasury stock immediately prior to the Effective Time) was automatically converted into the right to receive 7.25 Amcor ordinary shares and, if applicable, cash in lieu of fractional shares, less any applicable withholding taxes and without interest. |
| F2 | Each time-vesting restricted stock unit award of the Issuer (a "RSU Award") that was vested or became vested as of the Effective Time (a "Vested RSU Award") was cancelled and converted into the right to receive (i) the number of Amcor ordinary shares equal to the product, rounded down to the nearest whole number of shares, of (a) the number of shares of the Issuer's common stock subject to the Vested RSU Award immediately prior to the Effective Time, and (b) 7.25, less applicable tax withholding, and (ii) a cash amount equal to the Issuer's dividend equivalent rights ("DERs") corresponding to the Vested RSU Award, less applicable tax withholding. |
| F3 | Each RSU Award that was unvested as of the Effective Time (a "Unvested RSU Award") was cancelled and converted into (i) a time-based restricted stock unit award of Amcor (an "Amcor RSU Award"), relating to a number of Amcor ordinary shares equal to the product, rounded down to the nearest whole number of shares, of (a) the number of shares of the Issuer's common stock subject to the Unvested RSU Award, and (b) 7.25, and (ii) an amount in restricted cash equal to the amount that is accrued but unpaid as of the Effective Time with respect to the DERs corresponding to each such Unvested RSU Award. The resulting Amcor RSU Award and restricted cash payment is subject to the same terms and conditions that applied to the corresponding Unvested RSU Award and DER as of immediately prior to the Effective Time. |
| F4 | Each vested stock option award of the Issuer outstanding as of the Effective Time and each unvested stock option of the Issuer that otherwise would have vested within the 12 month period following the Effective Time (a "Vested Option") was cancelled and converted into the right to receive (i) a number of Amcor ordinary shares, rounded down to the nearest whole number of shares and less applicable tax withholding, equal to the quotient of (a) the product of (1) the excess, if any, of the merger consideration value over the per share exercise price of the applicable Vested Option, multiplied by (2) the number of shares of the Issuer's common stock subject to the Vested Option, divided by (b) the volume weighted average price (in U.S. dollars) of an Amcor ordinary share over the five (5) business days prior to April 30, 2025 and (ii) a cash amount equal to the amount that is accrued but unpaid as of the Effective Time with respect to any DERs that corresponded to each such Vested Option. |
| F5 | Also at the Effective Time, any Vested Option with an exercise price that was equal to or greater than the merger consideration value was cancelled without consideration other than any accrued but unpaid DERs. Each stock option award of the Issuer outstanding as of the Effective Time that was not a Vested Option (an "Unvested Option") was assumed by Amcor and converted into (i) an Amcor stock option award (an "Amcor Converted Option") (a) with respect to a number of Amcor ordinary shares, rounded down to the nearest share, equal to the product of (1) the number of shares of the Issuer's common stock subject to the corresponding Unvested Option, multiplied by (2) 7.25, and (b) with an exercise price per Amcor ordinary share that is equal to the quotient of (x) the exercise price per share of the Issuer's common stock subject to the corresponding Unvested Option immediately prior to the Effective Time, divided by (y) 7.25 (rounded up to the nearest cent) and |
| F6 | (ii) an amount in restricted cash equal to the value of any DERs that were accrued and unpaid as of the Effective Time with respect to each such Unvested Option. The resulting Amcor Converted Option and restricted cash payment is subject to the same terms and conditions (excluding the right to receive future dividend equivalents in excess of the accrued, but unpaid, DERs) that applied to the corresponding Unvested Option and DER as of immediately prior to the Effective Time. |