Rayonier Advanced Materials (RYAM) Form 4 RAYONIER ADVANCED MATERIALS / C DAVID BROWN II 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^*

BROWN C DAVID II

(Last) (First) (Middle)

1301 RIVERPLACE BOULEVARD

SUITE 2300

(Street)

JACKSONVILLE FL 32207

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
RAYONIER ADVANCED MATERIALS INC. [ RYAM ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
08/15/2019

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	08/15/2019		C		54,949	A	$0(1)	95,192	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 (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
8.00% Series A Mandatory Convertible Preferred Stock	(2)	08/15/2019		C			7,094	(2)	08/15/2019	Common Stock	54,949.4146	$0.0000	0.0000	D

Explanation of Responses:

1. The conversion rate of the 8.00% Series A Mandatory Convertible Preferred Stock (the "Preferred Stock") was 7.7459 shares of Common Stock per share of Preferred Stock.

2. As set forth in the Certificate of Designations of 8.00% Series A Mandatory Convertible Preferred Stock, included as Exhibit 3.1 to the Issuer's Form 8-K filed with the SEC on 8/10/2016 (the "Certificate"), the Preferred Stock automatically converted into Common Stock on 8/15/2019 (the "Mandatory Conversion Date" or "MCD") at a conversion rate between 6.5923 and 7.7459 shares of Common Stock per share of Preferred Stock, depending on the average market value of the Common Stock for a period of time prior to the MCD as set forth in the Certificate. Holders of Preferred Stock had the right to elect to convert shares of Preferred Stock into Common Stock at any time prior to the MCD at a conversion rate of 6.5923 shares of Common Stock per share of Preferred Stock, subject to certain adjustments. On the MCD, the Preferred Stock automatically converted to Common Stock at a conversion rate of 7.7459 shares of Common Stock per share of Preferred Stock.

	Brenda K. Davis, Attorney-in-Fact	08/19/2019
	** 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).
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