| FORM 4 |
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 or Section 30(h) of the Investment Company Act of 1940 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Riverview Acquisition Corp. [ RVAC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/26/2022 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 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 | 08/26/2022 | C | 4,925,000 | A | (1) | 4,925,000 | I | See Footnote(1) | ||
| Common Stock | 08/26/2022 | J | 616,000 | D | (2) | 4,309,000 | I | See Footnote(2) | ||
| Common Stock | 08/26/2022 | J | 1,700,000 | A | $10 | 6,009,000 | D | |||
| Common Stock | 08/26/2022 | J | 500,000 | A | $10 | 6,509,000 | I | See Footnote(3) | ||
| Common Stock | 08/26/2022 | J | 6,509,000 | D | (4)(5) | 0 | I | See Footnote(4)(5) | ||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 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 (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (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: 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 | ||||||||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. These shares of common stock were acquired upon the automatic conversion into shares of the Issuer's common stock at the time of the business combination. Such shares are held directly by Riverview Sponsor Partners, LLC (the "Sponsor"). R. Brad Martin, the Chairman and Chief Executive Officer of the registrant, is the managing member of RBM Riverview, LLC, which is the managing member of the Sponsor. Mr. Martin has sole voting and dispositive control over the shares held by the Sponsor and may be deemed the beneficial owner of such shares. Mr. Martin disclaims beneficial ownership over any securities owned by the Sponsor in which he does not have any pecuniary interest. |
| 2. These shares of common stock were transferred at a price of $0.004 per share, pursuant to promote participation agreements, each dated as of April 4, 2022, by and among the Issuer, Riverview Sponsor Partners, LLC, and certain other entities party thereto. |
| 3. These shares of common stock were acquired pursuant to a subscription agreement, dated as of April 4, 2022, by and between the Issuer, the Sponsor, and RBM Investments, LLC, over which Mr. Martin may be deemed to exercise voting and investment control. |
| 4. The reporting person resigned as a director and an officer of the issuer and disposed of all issuer equity securities effective as of the consummation of the business combination and ceased to be a reporting person with respect to the issuer. |
| 5. Pursuant to the Transaction Agreement, by and among Riverview, Westrock Coffee Holdings, LLC, a Delaware limited liability company ("Westrock"), Origin Merger Sub I, Inc., a Delaware corporation and a wholly-owned subsidiary of Westrock and Origin Merger Sub II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Westrock, dated April 4, 2022, each issued and outstanding share of the Issuer's common stock automatically converted into the right to receive Westrock common stock on a one-to-one basis. |
| /s/ R. Brad Martin | 08/30/2022 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||