Sec Form 4 Filing - Wulf Eric @ Pactiv Evergreen Inc. - 2024-12-16

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
Wulf Eric
2. Issuer Name and Ticker or Trading Symbol
Pactiv Evergreen Inc. [ PTVE]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Pres., Food & Bev. Merch.
(Last) (First) (Middle)
C/O PACTIV EVERGREEN INC., 1900 W. FIELD COURT
3. Date of Earliest Transaction (MM/DD/YY)
12/16/2024
(Street)
LAKE FOREST, IL60045
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)
Code V Amount (A) or (D) Price
Common Stock 12/16/2024 A 3,055 ( 1 ) A $ 0 164,951 D
Common Stock 12/16/2024 A 90,803 ( 2 ) A $ 0 255,754 D
Common Stock 12/16/2024 F 59,252 ( 3 ) D $ 17.32 196,502 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wulf Eric
C/O PACTIV EVERGREEN INC.
1900 W. FIELD COURT
LAKE FOREST, IL60045
Pres., Food & Bev. Merch.
Signatures
/s/ Tyler T. Rosenbaum, Assistant Secretary, by Power of Attorney 12/18/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents additional shares acquired by the reporting person in connection with the settlement of dividend equivalent rights upon the vesting of 39,890 restricted stock units that were otherwise scheduled to vest on March 2, 2025 but that were accelerated into 2024.
( 2 )Represents shares acquired by the reporting person in connection with the vesting and settlement of 40,605 performance share units that were granted in 2022, together with associated dividend equivalent rights, that were otherwise scheduled to vest on March 2, 2025, but that were accelerated into 2024. Pursuant to the Agreement and Plan of Merger, dated as of December 9, 2024, by and among the Issuer, Novolex Holdings, LLC and Alpha Lion Sub, Inc., and the determination by the Compensation Committee of the Issuer's Board of Directors in relation to achievement of the performance criteria, the performance share units were settled at 200% of target.
( 3 )The reported securities were withheld to satisfy the reporting person's tax liability in connection with the vesting of the aforementioned restricted stock units and performance share units.

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).
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