Robert A Feeser Form 4 WRKCo / Robert A Feeser 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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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^*

Feeser Robert A

(Last) (First) (Middle)

1000 ABERNATHY ROAD NE

(Street)

ATLANTA GA 30328

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
WRKCo Inc. [ WRK ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President - Consumer Packaging

3. Date of Earliest Transaction (Month/Day/Year)
11/02/2018

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	11/02/2018		D		35,449	D	(1)(2)	0	D
Common Stock	11/02/2018		D		40,649	D	(1)(2)	0	I	In Trust

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
Stock option - right to buy	$31.3	11/02/2018		D			37,747(1)(2)	(3)	06/25/2022	Common Stock	37,747	(3)	0	D
Stock option - right to buy	$38.44	11/02/2018		D			23,014(1)(2)	(3)	02/25/2023	Common Stock	23,014	(3)	0	D
Stock option - right to buy	$41.11	11/02/2018		D			31,956(1)(2)	(3)	02/24/2024	Common Stock	31,956	(3)	0	D
Stock option - right to buy	$62.71	11/02/2018		D			3,165(1)(2)	(3)	02/23/2025	Common Stock	3,165	(3)	0	D
Stock option - right to buy	$9.02	11/02/2018		D			67,755(1)(2)	(3)	02/23/2019	Common Stock	67,755	(3)	0	D
Stock option - right to buy	$23.65	11/02/2018		D			37,895(1)(2)	(3)	02/22/2020	Common Stock	37,895	(3)	0	D
Stock option - right to buy	$29.14	11/02/2018		D			30,677(1)(2)	(3)	02/28/2021	Common Stock	30,677	(3)	0	D
Stock option - right to buy	$56.05	11/02/2018		D			16,650(1)(2)	(3)	02/23/2025	Common Stock	16,650	(3)	0	D
Stock option - right to buy	$29.8	11/02/2018		D			31,206(1)(2)	(3)	02/02/2026	Common Stock	31,206	(3)	0	D

Explanation of Responses:

1. On November 2, 2018, pursuant to the terms of the Agreement and Plan of Merger, dated as of January 28, 2018, by and among WRKCo Inc. (formerly known as WestRock Company), KapStone Paper and Packaging Corporation ("KapStone), WestRock Company (formerly known as Whiskey Holdco, Inc.) (the "Company"), Whiskey Merger Sub, Inc. and Kola Merger Sub Inc., (i) Whiskey Merger Sub, Inc. merged with and into WRKCo Inc., with WRKCo Inc. surviving such merger as a wholly owned subsidiary of the Company and (ii) Kola Merger Sub, Inc. merged with and into KapStone with KapStone surviving such merger as a wholly owned subsidiary of the Company (such mergers, together, the "Mergers").

2. In connection with the Mergers, each share of common stock issued and outstanding immediately prior to the consummation of the Mergers, converted into one share of the Company's common stock, in the case of restricted shares, subject to the same terms and conditions as were applicable to such shares immediately prior to the consummation of the Mergers.

3. Upon the consummation of the Mergers, stock options with respect to WRKCo Inc. common stock that were outstanding immediately prior to the consummation of the Mergers were converted into stock options in respect of the Company's common stock, subject to the same terms and conditions (including the exercise price and applicable vesting requirements, if any) as were applicable to such stock options immediately prior to the consummation of the Mergers.

Remarks:

	Robert B. McIntosh (Attorney-in-fact pursuant to power of attorney previously filed with SEC)	11/06/2018
	** Signature of Reporting Person	Date
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