Form 4 - Statement of changes in beneficial ownership of securities
December 20 2024 - 12:14PM
Edgar (US Regulatory)
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 |
|
|
|
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b). |
|
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Smurfit Westrock plc
[ SW ]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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Director |
|
10% Owner |
| X |
Officer (give title below) |
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Other (specify below) |
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See Remarks |
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|
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3. Date of Earliest Transaction
(Month/Day/Year)
12/18/2024
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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 |
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned |
|---|
| 1. Title of Security (Instr.
3)
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2. Transaction Date
(Month/Day/Year) |
2A. Deemed Execution Date, if any
(Month/Day/Year) |
3. Transaction Code (Instr.
8)
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4. Securities Acquired (A) or Disposed Of (D) (Instr.
3, 4 and 5)
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5.
Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr.
3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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7. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
Amount |
(A) or (D) |
Price |
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)
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2. Conversion or Exercise Price of Derivative Security
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3. Transaction Date
(Month/Day/Year) |
3A. Deemed Execution Date, if any
(Month/Day/Year) |
4. Transaction Code (Instr.
8)
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5.
Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr.
3, 4 and 5)
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6. Date Exercisable and Expiration Date
(Month/Day/Year) |
7. Title and Amount of Securities Underlying Derivative Security (Instr.
3 and 4)
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8. Price of Derivative Security (Instr.
5)
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9.
Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr.
4)
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10. Ownership Form: Direct (D) or Indirect (I) (Instr.
4)
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11. Nature of Indirect Beneficial Ownership (Instr.
4)
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| Code |
V |
(A) |
(D) |
Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
| Restricted Stock Units (PSP) |
|
12/18/2024 |
|
A |
|
532 |
|
|
|
Ordinary Shares |
532 |
$0
|
91,841 |
D |
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| Explanation of Responses: |
|
|
| Remarks: |
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/s/ Ciara O'Riordan, attorney-in-fact for Laurent Sellier |
12/20/2024 |
|
** 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. |
Power of
Attorney
Know all by these presents, that the undersigned hereby makes,
constitutes and appoints each of Ciara O'Riordan and Nicola Coyle, or any of
them acting singly, and with full power of substitution and re-substitution,
the undersigned's true and lawful attorney-in-fact (each of such persons
and their substitutes being referred to herein as the "Attorney-in-Fact"), with full power
to act for the undersigned and in the undersigned's name, place and
stead, in any and all capacities so long as such Attorney-in-Fact is an
authorized representative of the Company (as defined below), to:
1.
Prepare, execute, and
submit to the Securities and Exchange Commission ("SEC") a Form ID, including amendments thereto, and any other documents
necessary, advisable or appropriate to obtain
codes and passwords enabling the undersigned to make electronic filings with
the SEC of reports required or considered by the Attorney-in-Fact to be
advisable under Section 13 or Section 16 of the Securities Exchange Act of 1934
(the "Exchange Act") or any rule or regulation of the SEC;
2.
Prepare, execute and
submit to the SEC, Smurfit WestRock plc (the "Company"), and/or any
national securities exchange on which the Company's securities are listed any
and all reports (including any amendments thereto) the undersigned is required
to file with the SEC, or which the Attorney-in-Fact considers it advisable to file with the SEC, under Section
13 or Section 16 of the Exchange
Act or any rule or regulation thereunder, or under Rule 144 under the
Securities Act of 1933 ("Rule 144"), with respect to any security of the Company,
including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and
3.
Obtain, as the
undersigned's representative and on the undersigned's behalf, information
regarding transactions in the Company's equity
securities from any third party,
including the Company
and any brokers, dealers,
employee benefit plan administrators and trustees, and the undersigned hereby
authorizes any such third party to release any such information to the
Attorney-in-Fact.
The undersigned acknowledges that:
a) This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her
discretion on information provided to such Attorney-in-Fact without independent verification of such information;
b)
Any documents prepared
or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Power
of Attorney will be in such form and will contain such information as the
Attorney-in-Fact, in his or her discretion, deems necessary, advisable or
appropriate;
c)
Neither the Company nor
the Attorney-in-Fact assumes any liability for the undersigned's responsibility to comply with the requirements of Section 13 or Section
16 of the Exchange Act or Rule 144, any liability of the
undersigned for any failure to comply with such requirements, or any liability
of the undersigned for disgorgement of profits under Section 16(b) of the
Exchange Act; and
d)
This Power of Attorney
does not relieve the undersigned from responsibility for compliance with the
undersigned's obligations under Section 13 or Section 16 of the Exchange Act,
including, without limitation, the reporting requirements under Section 13 or Section
16 of the Exchange Act.
The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and
every action necessary, advisable or appropriate in connection with the foregoing, as fully, to all intents and purposes, as the undersigned
might or could do in person, hereby ratifying and confirming all that the
Attorney-in-Fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by authority of this Power of Attorney.
This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 4 or 5 or Schedules 13D or
13G or Forms 144 with respect to the undersigned's holdings of and transactions
in securities of the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the Attorney-in-Fact. This Power of Attorney revokes
all previous powers
of attorney with respect
to the subject matter of this Power of Attorney.
IN WITNESS
WHEREOF, the undersigned has executed this Power of Attorney as of December
16, 2024.
/s/ Laurent
Sellier
Laurent Sellier
Power of
Attorney
Know all by these presents, that the undersigned hereby makes,
constitutes and appoints each of Ciara O'Riordan and Nicola Coyle, or any of
them acting singly, and with full power of substitution and re-substitution,
the undersigned's true and lawful attorney-in-fact (each of such persons
and their substitutes being referred to herein as the "Attorney-in-Fact"), with full power
to act for the undersigned and in the undersigned's name, place and
stead, in any and all capacities so long as such Attorney-in-Fact is an
authorized representative of the Company (as defined below), to:
1.
Prepare, execute, and
submit to the Securities and Exchange Commission ("SEC") a Form ID, including amendments thereto, and any other documents
necessary, advisable or appropriate to obtain
codes and passwords enabling the undersigned to make electronic filings with
the SEC of reports required or considered by the Attorney-in-Fact to be
advisable under Section 13 or Section 16 of the Securities Exchange Act of 1934
(the "Exchange Act") or any rule or regulation of the SEC;
2.
Prepare, execute and
submit to the SEC, Smurfit WestRock plc (the "Company"), and/or any
national securities exchange on which the Company's securities are listed any
and all reports (including any amendments thereto) the undersigned is required
to file with the SEC, or which the Attorney-in-Fact considers it advisable to file with the SEC, under Section
13 or Section 16 of the Exchange
Act or any rule or regulation thereunder, or under Rule 144 under the
Securities Act of 1933 ("Rule 144"), with respect to any security of the Company,
including Forms 3, 4 and 5, Schedules 13D and 13G, and Forms 144; and
3.
Obtain, as the
undersigned's representative and on the undersigned's behalf, information
regarding transactions in the Company's equity
securities from any third party,
including the Company
and any brokers, dealers,
employee benefit plan administrators and trustees, and the undersigned hereby
authorizes any such third party to release any such information to the
Attorney-in-Fact.
The undersigned acknowledges that:
a) This Power of Attorney authorizes, but does not require, the Attorney-in-Fact to act in his or her
discretion on information provided to such Attorney-in-Fact without independent verification of such information;
b)
Any documents prepared
or executed by the Attorney-in-Fact on behalf of the undersigned pursuant to this Power
of Attorney will be in such form and will contain such information as the
Attorney-in-Fact, in his or her discretion, deems necessary, advisable or
appropriate;
c)
Neither the Company nor
the Attorney-in-Fact assumes any liability for the undersigned's responsibility to comply with the requirements of Section 13 or Section
16 of the Exchange Act or Rule 144, any liability of the
undersigned for any failure to comply with such requirements, or any liability
of the undersigned for disgorgement of profits under Section 16(b) of the
Exchange Act; and
d)
This Power of Attorney
does not relieve the undersigned from responsibility for compliance with the
undersigned's obligations under Section 13 or Section 16 of the Exchange Act,
including, without limitation, the reporting requirements under Section 13 or Section
16 of the Exchange Act.
The undersigned hereby grants to the Attorney-in-Fact full power and authority to do and perform each and
every action necessary, advisable or appropriate in connection with the foregoing, as fully, to all intents and purposes, as the undersigned
might or could do in person, hereby ratifying and confirming all that the
Attorney-in-Fact, or his or her substitute or substitutes, shall lawfully do or cause to be done by authority of this Power of Attorney.
This Power of Attorney shall remain in full force and effect until
the undersigned is no longer required to file Forms 4 or 5 or Schedules 13D or
13G or Forms 144 with respect to the undersigned's holdings of and transactions
in securities of the Company, unless earlier revoked by the undersigned in a
signed writing delivered to the Attorney-in-Fact. This Power of Attorney revokes
all previous powers
of attorney with respect
to the subject matter of this Power of Attorney.
IN WITNESS
WHEREOF, the undersigned has executed this Power of Attorney as of December
16, 2024.
/s/ Laurent
Sellier
Laurent Sellier
Smurfit WestRock (NYSE:SW)
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