SEC Form 4
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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
 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*
VOORHEES STEVEN C
(Last) (First) (Middle)
1000 ABERNATHY ROAD NE
(Street)
ATLANTA GA 30328
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
WestRock Co [ WRK ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO - President
3. Date of Earliest Transaction (Month/Day/Year)
11/02/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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(1) 11/02/2018 A 754,137 A (2) 754,137 D
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 (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
Stock option - right to buy $19.07 11/02/2018 A 21,274 01/29/2010 01/29/2020 Common Stock 21,274 (3) 21,274 D
Stock option - right to buy $30.66 11/02/2018 A 15,899 02/28/2011 02/28/2021 Common Stock 15,899 (3) 15,899 D
Stock option - right to buy $27.72 11/02/2018 A 2,015 07/20/2011 07/20/2021 Common Stock 2,015 (3) 2,015 D
Stock option - right to buy $28.31 11/02/2018 A 26,033 02/01/2012 02/01/2022 Common Stock 26,033 (3) 26,033 D
Stock option - right to buy $35.64 11/02/2018 A 20,781 01/25/2013 01/25/2023 Common Stock 20,781 (3) 20,781 D
Stock option - right to buy $45.32 11/02/2018 A 47,833 01/31/2014 01/31/2024 Common Stock 47,833 (3) 47,833 D
Stock option - right to buy $56.05 11/02/2018 A 65,088 08/05/2015 08/05/2025 Common Stock 65,088 (3) 65,088 D
Stock option - right to buy $29.8 11/02/2018 A 195,567 02/02/2016 02/02/2026 Common Stock 195,567 (3) 195,567 D
Stock option - right to buy $57.97 11/02/2018 A 7,210 07/01/2015 01/30/2025 Common Stock 7,210 (3) 7,210 D
Explanation of Responses:
1. On November 2, 2018, pursuant to the terms of the Agreement and Plan of Merger, dated as of January 28, 2018, by and among WRKCo Inc. (formerly known as WestRock Company), KapStone Paper and Packaging Corporation ("KapStone"), WestRock Company (formerly known as Whiskey Holdco, Inc.) ("WestRock"), Whiskey Merger Sub, Inc. and Kola Merger Sub Inc.: (i) Whiskey Merger Sub, Inc. merged with and into WRKCo Inc., with WRKCo Inc. surviving such merger as a wholly owned subsidiary of WestRock and (ii) Kola Merger Sub, Inc. merged with and into KapStone with KapStone surviving such merger as a wholly owned subsidiary of WestRock (such mergers, together, the "Mergers").
2. Represents shares of WestRock common stock acquired in connection with the Mergers in exchange for shares of WRKCo Inc. common stock on a one-for-one basis and, in the case of restricted stock, subject to the same terms and conditions as were applicable to such shares immediately prior to the consummation of the Mergers.
3. Represents WestRock stock options (i) acquired in connection with the Mergers in exchange for WRKCo Inc. stock options on a one-for-one basis and (ii) subject to the same terms and conditions (including the exercise price and applicable vesting requirements, if any) as were applicable applied to such stock options immediately prior to the consummation of the Mergers.
Remarks:
Robert B. McIntosh (Attorney-in-fact pursuant to power of attorney previously filed with SEC) 11/06/2018
** 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.