Bemis Form 4 BEMIS / William F. Austen ownership change

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

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X

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^*

Austen William F.

(Last) (First) (Middle)

2301 INDUSTRIAL DR.

P.O. BOX 669

(Street)

NEENAH WI 54956

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
BEMIS CO INC [ BMS ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
06/11/2019

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	06/11/2019		D(1)		352,914(2)	D	(3)	0	D
Common Stock	06/11/2019		D(1)		16,277	D	(3)	0	I	By Trust for Children
Common Stock	06/11/2019		D(1)		8,108(2)	D	(3)	0	I	By Spouse's GRAT
Common Stock	06/11/2019		D(1)		4,395(2)	D	(3)	0	I	By GRAT
Common Stock	06/11/2019		D(1)		3,609	D	(3)	0	I	By 401(k) Plan

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
Restricted Stock Unit	(4)	06/11/2019		D(1)			31,653	(4)	(4)	Common Stock	31,653	(4)	0	D
Performance Stock Unit	(5)	06/11/2019		D(1)			73,857	(5)	(5)	Common Stock	73,857	(5)	0	D
Restricted Stock Unit	(4)	06/11/2019		D(1)			32,946	(4)	(4)	Common Stock	32,946	(4)	0	D
Performance Stock Unit	(5)	06/11/2019		D(1)			76,873	(5)	(5)	Common Stock	76,873	(5)	0	D

Explanation of Responses:

1. Disposed of as a result of merger pursuant to the previously announced Transaction Agreement, dated as of August 6, 2018 (which, as it may be amended from time to time, we refer to as the "Transaction Agreement"), by and among Amcor plc (f/k/a Arctic Jersey Limited)("New Amcor"), Amcor Limited, Arctic Corp. and Bemis Company, Inc.

2. Shares held reflects annuity distributions of 10,605 shares from the Reporting Person's GRAT and 6,892 shares from his spouse's GRAT to the Reporting Person on June 4, 2019.

3. Each share of common stock was cancelled pursuant to the Transaction Agreement in exchange for the right to receive the consideration provided in the Transaction Agreement (i.e., 5.1 ordinary shares of New Amcor for each such share, subject to applicable tax withholding and with cash payable in lieu of any fractional shares).

4. Each restricted stock unit was cancelled pursuant to the Transaction Agreement in exchange for the right to receive the consideration provided in the Transaction Agreement (i.e., 5.1 ordinary shares of New Amcor for each such unit, subject to applicable tax withholding and with cash payable in lieu of any fractional shares).

5. Each performance stock unit was cancelled pursuant to the Transaction Agreement in exchange for the right to receive the consideration provided in the Transaction Agreement (i.e., 5.1 ordinary shares of New Amcor for each share of Bemis common stock that would be issuable if such unit vested at target, subject to applicable tax withholding and with cash payable in lieu of any fractional shares).

	Sheri H. Edison Power of Attorney	06/11/2019
	** Signature of Reporting Person	Date
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