Sec Form 4 Filing - SMURFIT ANTHONY P J @ Smurfit WestRock plc - 2024-07-05

Insider filing report for Changes in Beneficial Ownership
"Insiders might sell their shares for any number of reasons, but they buy them for only one: they think the price will rise"
- Peter Lynch
What is insider trading>>
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
OMB APPROVAL
OMB Number: 3235-0287
Expires: November 30, 2011
Estimated average burden hours per response... 0.5
1. Name and Address of Reporting Person
SMURFIT ANTHONY P J
2. Issuer Name and Ticker or Trading Symbol
Smurfit WestRock plc [ SW]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and Group CEO
(Last) (First) (Middle)
BEECH HILL, CLONSKEAGH
3. Date of Earliest Transaction (MM/DD/YY)
07/05/2024
(Street)
DUBLIN 4, L2D04 N2R2
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
Ordinary Shares 07/05/2024 A 1,493,878 A 1,493,878 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
Restricted Stock Units (DBP) ( 2 ) 07/05/2024 A 63,878 ( 2 ) ( 2 ) Ordinary Shares 63,878 ( 2 ) 63,878 D
Restricted Stock Units (PSP) ( 3 ) 07/05/2024 A 252,069 ( 3 ) ( 3 ) Ordinary Shares 252,069 ( 3 ) 252,069 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
SMURFIT ANTHONY P J
BEECH HILL
CLONSKEAGH
DUBLIN 4, L2D04 N2R2
X President and Group CEO
Signatures
/s/ Ciara O'Riordan, attorney-in-fact for Anthony P J Smurfit 07/09/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to the Transaction Agreement, dated as of September 12, 2023 (the "Transaction Agreement"), by and among Smurfit Kappa Group plc ("Smurfit Kappa"), Smurfit WestRock plc (formerly Smurfit WestRock Limited and prior to that known as Cepheidway Limited, "Smurfit WestRock"), Sun Merger Sub, LLC and WestRock Company, on July 5, 2024, Smurfit Kappa was acquired by Smurfit WestRock pursuant to a scheme of arrangement (the "Scheme") and, in accordance with the Scheme, each ordinary share of Smurfit Kappa held by the Reporting Person was exchanged for one ordinary share of Smurfit WestRock, par value $0.001 per share (each a "Smurfit WestRock Share"), at the effective time of the Scheme (the "Scheme Effective Time").
( 2 )Pursuant to the Transaction Agreement, at the Scheme Effective Time, each deferred bonus plan award ("DBP Award") in respect of ordinary shares of Smurfit Kappa held by the Reporting Person was converted into a restricted stock unit award in respect of Smurfit WestRock Shares covering the same number of shares as covered by, and otherwise subject to the same terms and conditions as applied to, such DBP Award as of immediately prior to the Scheme Effective Time.
( 3 )Pursuant to the Transaction Agreement, at the Scheme Effective Time, each performance share plan award ("PSP Award") in respect of ordinary shares of Smurfit Kappa was converted into a restricted stock unit award in respect of Smurfit WestRock Shares covering the same number of shares as covered by such PSP Award as of immediately prior to the Scheme Effective Time (with such number of shares determined by deeming the applicable performance goals to be achieved in accordance with the terms and conditions of the Transaction Agreement), and otherwise subject to the same terms and conditions (excluding performance goals) as applied to such PSP Award as of immediately prior to the Scheme Effective Time.

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.