| 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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| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol BEMIS CO INC [ BMS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 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)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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) | 12,420 | D | (2) | 0 | D | |||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Units | (3) | 06/11/2019 | D(1) | 28,275 | (3) | (3) | Common Stock | 28,275 | (3) | 0 | D | ||||
| Performance Stock Unit | (4) | 06/11/2019 | D(1) | 10,673 | (4) | (4) | Common Stock | 10,673 | (4) | 0 | D | ||||
| Restricted Stock Unit | (3) | 06/11/2019 | D(1) | 6,024 | (3) | (3) | Common Stock | 6,024 | (3) | 0 | D | ||||
| Performance Stock Unit | (4) | 06/11/2019 | D(1) | 14,056 | (4) | (4) | Common Stock | 14,056 | (4) | 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. 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). |
| 3. 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). |
| 4. 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 | |
| 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. | ||
