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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol Verso Corp [ VRS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 01/24/2020 | ||||||||||||||||||||||||||
| 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 | ||||||
| Class A Common Stock | 01/24/2020 | A | 30,675(1) | A | $0.00 | 143,587(2) | D | |||
| Class A Common Stock | 01/24/2020 | A | 4,345(3) | A | $0.00 | 34,012(4) | I | By Spouse | ||
| 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 | ||||||||
| Explanation of Responses: |
| 1. Consists of 30,675 stock units. Each stock unit represents the right, subject to vesting, to receive one share of common stock. The stock units will vest as follows: (i) 33% on January 1, 2021; (ii) 33% on January 1, 2022; and (iii) 34% on January 1, 2023. The reported stock units do not include 30,675 stock units that will vest on or about January 1, 2023, if certain performance objectives established by the issuer have been met. |
| 2. Consists of: (i) the 30,675 stock units described in footnote (1); (ii) 65,181 shares of common stock; (iii) 21,187 stock units vesting on January 1, 2021; (iv) 14,819 stock units vesting in two substantially equal annual installments beginning on January 1, 2021; (v) 7,957 stock units vesting in two substantially equal annual installments beginning on January 1, 2021; and (vi) 3,768 stock units vesting in two substantially equal installments beginning on January 1, 2021. |
| 3. Consists of 4,345 stock units held by Mr. St. John's spouse. The stock units will vest as follows: (i) 33% on January 1, 2021; (ii) 33% on January 1, 2022; and (iii) 34% on January 1, 2023. The reported stock units do not include 4,345 stock units that will vest on or about January 1, 2023, if certain performance objectives established by the issuer have been met. |
| 4. Consists of: (i) the 4,345 stock units described in footnote (3); (ii) 18,066 shares of common stock; (iii) 5,551 stock units vesting on January 1, 2021; (iv) 3,882 stock units vesting in two substantially equal annual installments beginning on January 1, 2021; and (v) 2,168 stock units vesting in two substantially equal annual installments beginning on January 1, 2021. |
| Remarks: |
| /s/ St. John Daugherty, as Attorney-in-Fact | 01/28/2020 | |
| ** 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. | ||