Sec Form 4 Filing - Stenzel Christoph @ Mativ Holdings, Inc.

Insider filing report for Changes in Beneficial Ownership

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FORM 4

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

Stenzel Christoph

2. Issuer Name and Ticker or Trading Symbol
Mativ Holdings, Inc. [ MATV]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

_____ Director	_____ 10% Owner
X __ Officer (give title below)	_____ Other (specify below)
Group President, FAM

(Last)

(First)

(Middle)

100 KIMBALL PLACE, SUITE 600

3. Date of Earliest Transaction (MM/DD/YY)
01/26/2022

(Street)

ALPHARETTA, GA30009

4. If Amendment, Date Original Filed (MM/DD/YY)

6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ 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)
1.Title of Security (Instr. 3)	2. Transaction Date (MM/DD/YY)	2A. Deemed Execution Date, if any (MM/DD/YY)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/16/2024		M		817	A	$ 0 ^{( 1 )} ^{( 2 )}	5,510 ^{( 3 )}	D
Common Stock	02/16/2024		D		817	D	$ 12.73 ^{( 1 )} ^{( 2 )}	4,693 ^{( 3 )}	D
Common Stock	01/06/2025		M		17,526	A	$ 0 ^{( 4 )}	22,219 ^{( 3 )}	D
Common Stock	01/06/2025		D		17,526	D	$ 10.97 ^{( 4 )} ^{( 5 )}	4,693 ^{( 3 )}	D
Common Stock	01/26/2025		M		305	A	$ 0 ^{( 6 )}	4,998 ^{( 3 )}	D
Common Stock	01/26/2025		F		153	D	$ 9.7 ^{( 6 )} ^{( 7 )}	4,845 ^{( 3 )}	D
Common Stock	01/26/2025		M		2,127	A	$ 0 ^{( 8 )}	6,972 ^{( 3 )}	D
Common Stock	01/26/2025		F		1,064	D	$ 9.7 ^{( 7 )} ^{( 8 )}	5,908 ^{( 3 )}	D
Common Stock	02/13/2025		M		2,682	A	$ 0 ^{( 9 )}	8,590 ^{( 3 )}	D
Common Stock	02/13/2025		F		1,341	D	$ 8.79 ^{( 7 )} ^{( 9 )}	7,249 ^{( 3 )}	D
Common Stock	02/16/2025		M		817	A	$ 0 ^{( 1 )}	8,066 ^{( 3 )}	D
Common Stock	02/16/2025		D		817	D	$ 9.1 ^{( 1 )} ^{( 10 )}	7,249 ^{( 3 )}	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 (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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)			11. Nature of Indirect Beneficial Ownership (Instr. 4)
Restricted Stock Units	^{( 6 )}	01/30/2024		A		305 ^{( 6 )}		^{( 6 )}	^{( 6 )}	Common Stock	305	^{( 6 )}	305 ^{( 11 )}	D
Restricted Stock Units	^{( 6 )}	01/26/2022		M			305 ^{( 6 )}	^{( 6 )}	^{( 6 )}	Common Stock	305	^{( 6 )}	0	D
Restricted Stock Units	^{( 8 )}	01/30/2024		A		2,127 ^{( 8 )}		^{( 8 )}	^{( 8 )}	Common Stock	2,127	^{( 8 )}	2,127 ^{( 11 )}	D
Restricted Stock Units	^{( 8 )}	01/26/2022		M			2,127 ^{( 8 )}	^{( 8 )}	^{( 8 )}	Common Stock	2,127 < /td>	^{( 8 )}	0	D
Restricted Stock Units	^{( 9 )}	04/26/2024		A		8,045 ^{( 9 )}		^{( 9 )}	^{( 9 )}	Common Stock	8,045	^{( 9 )}	8,045 ^{( 12 )}	D
Restricted Stock Units	^{( 9 )}	02/13/2025		M			2,682 ^{( 9 )}	^{( 9 )}	^{( 9 )}	Common Stock	2,682	^{( 9 )}	5,363	D
Restricted Stock Units	^{( 1 )}	01/30/2024		A		2,453 ^{( 1 )}		^{( 1 )}	^{( 1 )}	Common Stock	2,453	^{( 1 )}	2,453 ^{( 11 )}	D
Restricted Stock Units	^{( 1 )}	02/16/2024		M			817 ^{( 1 )}	^{( 1 )}	^{( 1 )}	Common Stock	817	^{( 1 )}	1,636 ^{( 2 )} ^{( 11 )}	D
Restricted Stock Units	^{( 1 )}	02/16/2025		M			817 ^{( 1 )}	^{( 1 )}	^{( 1 )}	Common Stock	817	^{( 1 )}	819	D
Restricted Stock Units	^{( 4 )}	12/31/2024		A		17,526 ^{( 4 )}		^{( 4 )}	^{( 4 )}	Common Stock	17,526	^{( 4 )}	17,526	D
Restricted Stock Units	^{( 4 )}	01/06/2025		M			17,526 ^{( 4 )}	^{( 4 )}	^{( 4 )}	Common Stock	17,526	^{( 4 )}	0	D

**Reporting Owners**
Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
Stenzel Christoph 100 KIMBALL PLACE SUITE 600 ALPHARETTA, GA30009			Group President, FAM

**Signatures**
/s/ Mark W. Johnson, attorney-in-fact for Christoph Stenzel, principal		03/14/2025
Signature of Reporting Person		Date

Explanation of Responses:

( 1 )On February 16, 2023, the reporting person was granted 2,453 RSUs subject to time vesting. Such RSUs vest in three approximately equal annual installments beginning on February 16, 2024 and each anniversary thereafter. Each RSU represents a right to receive one share of the common stock of the issuer and/or cash upon vesting. 718 RSUs vested on each of February 16, 2024 and 2025.
( 10 )The transaction reflects the cash settlement of 718 vested RSUs on each of February 16, 2024 and 2025.
( 11 )These RSUs were incorrectly reported in Table I instead of Table II on the reporting person's Form 3 filed on April 1, 2024.
( 12 )These RSUs were incorrectly reported in Table I instead of Table II on the reporting person's Form 4 filed on April 30, 2024. In addition, such Form 4 contained a clerical error in recording an acquisition of 10,056 RSUs instead of 8,045 RSUs.
( 2 )The transaction reflects the re-reporting of the vesting of 817 RSUs, granted on February 16, 2024, previously reported on the reporting person's Form 4 filed on April 1, 2024. The transaction also reflects the cash settlement of 817 vested RSUs.
( 3 )The reporting person's number of shares of common stock owned was previously overstated by 9,239 shares due to (i) a number of RSUs that should have been reported in Table II instead of Table I on the reporting person's Form 3 filed on April 1, 2024 and Form 4 filed on April 30, 2024.
( 4 )On October 4, 2022, the reporting person was granted a target number of 11,684 RSUs subject to performance and time-based vesting. On February 25, 2025, the Compensation Committee of the issuer determined that based on the issuer's performance between July 2022 and December 2024, 150% of the target number of RSUs vested on performance-based vesting requirements. The 17,526 RSUs had a vesting date of January 6, 2025, subject to continued service. Each RSU represents a right to receive one share of the common stock of the issuer and/or cash upon vesting.
( 5 )The transaction reflects the cash settlement of 17,526 vested RSUs.
( 6 )On January 26, 2022, the reporting person was granted 911 restricted stock units ("RSUs") subject to time vesting. Such RSUs vest in three approximately equal annual installments beginning on January 26, 2023 and each anniversary thereafter. Each RSU represents a right to receive one share of the common stock of the issuer and/or cash upon vesting. 305 RSUs vested on January 26, 2025.
( 7 )Shares withheld to satisfy tax withholding obligation arising upon the vesting of RSUs.
( 8 )On January 26, 2022, the reporting person was granted 2,127 RSUs subject to time vesting. Each RSU represents a right to receive one share of the common stock of the issuer and/or cash upon vesting. 2,127 RSUs vested on January 26, 2025.
( 9 )On April 26, 2024, the reporting person was granted 8,045 RSUs subject to time vesting. Such RSUs vest in three approximately equal annual installments beginning on February 13, 2025 and each anniversary thereafter. Each RSU represents a right to receive one share of the common stock of the issuer and/or cash upon vesting. 2,682 RSUs vested on February 13, 2025.

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.

Sec Form 4 Filing - Stenzel Christoph @ Mativ Holdings, Inc. - 2022-01-26