Magnera (MAGN) Form 4 Magnera / Eileen L Beck 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^*

Beck Eileen L

(Last) (First) (Middle)

9335 HARRIS CORNERS PKWY

SUITE 300

(Street)

CHARLOTTE NC 28269

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Magnera Corp [ MAGN ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, Chief HR Officer

3. Date of Earliest Transaction (Month/Day/Year)
02/18/2025

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
Common Stock, Par Value $.01	02/18/2025		M		188	A	$22.49	6,549	D
Common Stock, Par Value $.01	02/18/2025		F		65(1)	D	$22.49	6,484	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	(2)	02/18/2025		A		6(3)		02/18/2024(4)	02/18/2025	Common Stock, Par Value $.01	6	(5)	188	D
Restricted Stock Units	(2)	02/18/2025		M			188(6)	02/18/2024	02/18/2025	Common Stock, Par Value $.01	188	$0	0	D

Explanation of Responses:

1. Represents shares being withheld to satisfy tax obligations.

2. Not applicable to this transaction. RSUs have no value until all restrictions lapse on the final vesting date.

3. Represents dividend equivalents in the form of additional Restricted Stock Units ("RSUs") that have accrued on the 02/18/2022 RSU Grant reported previously. The dividend equivalents are added to the initial grant at the time of payout.

4. Represents the 2022 RSU LTIP grant, which vests one-third 02/18/2023, one-third 02/18/2024 and one-third 02/18/2025.

5. Not applicable to this transaction.

6. The number of securities underlying awards beneficially owned by the reporting person have been adjusted to reflect a 1-for-13 reverse stock split effective on November 4, 2024.

	/s/ Laura A. Jones, attorney-in-fact for Eileen Beck	02/19/2025
	** 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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