Veritiv (VRTV) Form 4 Veritiv / Eric Guerin 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Guerin Eric

(Last) (First) (Middle)

1000 ABERNATHY RD NE

BUILDING 400, SUITE 1700

(Street)

ATLANTA GA 30328-3091

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Veritiv Corp [ VRTV ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/30/2023

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	11/30/2023		D		7,988	D	$170(1)	0	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
Performance Share Units	(2)	11/30/2023		D			7,532	(2)	(2)	Common Stock	7,532	$170(3)	0	D

Explanation of Responses:

1. Pursuant to the Merger Agreement, at the Effective Time, each then outstanding award of service-based restricted stock units of the Company (each, a "Company RSU Award"), whether or not vested, and whether settleable in shares of Common Stock or cash, was cancelled, and each holder will receive an amount in cash equal to (i) the Merger Consideration per share of Common Stock multiplied by (ii) the number of shares of Common Stock subject to such Company RSU Award.

2. The performance share units (each, a "Company PSU Award") were eligible to be earned based on achievement of pre-established performance goals during the respective performance period (January 1, 2022 - December 31, 2024, and January 1, 2023 - December 31, 2025).

3. Pursuant to the Merger Agreement, at the Effective Time, each then outstanding Company PSU Award, whether or not vested, and whether settleable in shares of Common Stock or cash, was cancelled, and each holder will receive an amount in cash equal to (i) the Merger Consideration per share of Common Stock multiplied by (ii) the target number of performance share units subject to such Company PSU Award.

Remarks:

	/s/ Susan B. Salyer, Attorney-in-Fact for Eric J. Guerin	11/30/2023
	** 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.