SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 08/26/2022 | 3. Issuer Name and Ticker or Trading Symbol Westrock Coffee Co [ WEST ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
COMMON STOCK | 1,700,000 | D | |
COMMON STOCK | 4,809,000(1) | I | See Footnote(1) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Warrants for Common Stock (right to buy)(2) | (2) | 08/26/2027 | Common Stock | 7,400,000 | 11.5 | I | See Footnote(2) |
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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Explanation of Responses: |
1. Consists of 4,109,000 shares of common stock, par value $0.01 per share, of Issuer ("Common Stock") owned of record by Riverview Sponsor Partners, LLC, 200,000 shares of Common Stock owned of record by RBM Acquisition, LLC, and 500,000 shares of Common Stock owned of record by RBM Investments, LLC, over which Mr. Martin may be deemed to exercise voting and investment control. Mr. Martin disclaims beneficial ownership over all shares of Common Stock held by Riverview Sponsor Partners, LLC, RBM Acquisition, LLC, and RBM Investments, LLC over which he does not have any pecuniary interest and this report shall not be deemed an admission that Mr. Martin is the beneficial owner of the disclaimed securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
2. Consists of 7,400,000 warrants to acquire Common Stock, held of record by Riverview Sponsor Partners, LLC. Each warrant is exercisable for one share of Common Stock. The warrants are expected to be exercisable from and after September 25, 2022, subject to the terms and conditions of the Amended and Restated Warrant Agreement, dated August 26, 2022, by and among the Issuer, Computershare Inc. and Computershare Trust Company, N.A. Mr. Martin disclaims beneficial ownership over all warrants (and shares of Common Stock underlying such warrants) held by Riverview Sponsor Partners, LLC, over which he does not have any pecuniary interest and this report shall not be deemed an admission that Mr. Martin is the beneficial owner of the disclaimed securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose. |
Remarks: |
Exhibit 24 - Power of Attorney (R. Brad Martin) Exhibit 99 - Signatures |
/s/ See Exhibit 99.1 | 08/26/2022 | |
** 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 5 (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. |