Smurfit Westrock (SW) Form 4 Smurfit Westrock / Alvaro Henao 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^*

Henao Alvaro

(Last) (First) (Middle)

BEECH HILL

CLONSKEAGH

(Street)

DUBLIN 4 L2 D04N2R2

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Smurfit Westrock plc [ SW ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
02/14/2025

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
Ordinary Shares	02/14/2025		M(1)		14,149	A	$0	51,411	D
Ordinary Shares	02/14/2025		M(2)		4,038	A	$0	55,449	D
Ordinary Shares	02/14/2025		F(3)		7,088	D	$54.65	48,361	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
Restricted Stock Units (PSP)	$0	02/14/2025		M			14,149	(4)	(4)	Ordinary Shares	14,149	$0	35,785	D
Restricted Stock Units (DBP)	$0	02/14/2025		M			4,038	(4)	(4)	Ordinary Shares	4,038	$0	9,599	D

Explanation of Responses:

1. Reflects the acquisition of common stock upon vesting and settlement of performance share plan awards. Each performance share plan award represents a right to receive one ordinary share of Smurfit Westrock plc upon vesting and settlement of the applicable award.

2. Reflects the acquisition of common stock upon vesting and settlement of deferred bonus plan awards. Each deferred bonus plan award represents a right to receive one ordinary share of Smurfit Westrock plc upon vesting and settlement of the applicable award.

3. Reflects ordinary shares of Smurfit Westrock plc withheld to satisfy the reporting persons tax withholding obligation upon vesting and settlement of deferred bonus plan awards and performance share plan awards.

4. Reflects the vesting and settlement of deferred bonus plan awards granted on 28 March 2022 and performance share plan awards granted on 28 March 2022.

Remarks:

President and Chief Executive Officer, LATAM

	/s/ Ciara O'Riordan, attorney-in-fact for Alvaro Henao	02/18/2025
	** 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).
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