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UNITED STATES
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SECURITIES AND EXCHANGE COMMISSION
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Washington, D.C. 20549
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SCHEDULE 13D/A
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Under the Securities Exchange Act
of 1934
(Amendment No. 2)*
KapStone
Paper and Packaging Corporation
(Name of Issuer)
Common
Stock, par value $.0001 per share
(Title of Class of
Securities)
(CUSIP Number)
Timothy
P. Davisson
KapStone
Paper and Packaging Corporation
1101
Skokie Blvd., Suite 300
Northbrook,
IL 60062
847-239-8817
(Name, Address and
Telephone Number of Person
Authorized to Receive Notices and Communications)
(Date of Event Which
Requires Filing of this Statement)
If the filing person has previously filed a statement
on Schedule 13G to report the acquisition that is the subject of this Schedule
13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box.
o
Note
: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7 for other
parties to whom copies are to be sent.
*
The remainder of this cover page shall be
filled out for a reporting persons initial filing on this form with respect to
the subject class of securities, and for any subsequent amendment containing
information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this
cover page shall not be deemed to be filed for the purpose of Section 18 of
the Securities Exchange Act of 1934 (Act) or otherwise subject to the
liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
CUSIP No.
48562P103
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1.
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Names of Reporting Persons
Roger Stone
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
U.S.A.
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
637,811
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8.
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Shared Voting Power
3,573,400(1)
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9.
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Sole Dispositive Power
637,811
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10.
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Shared Dispositive Power
3,573,400(1)
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
4,211,211 (1)
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
14.8% (2)
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14.
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Type of Reporting Person
(See Instructions)
IN
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(1) Includes 1,573,400 shares of Common Stock held by the Roger and
Susan Stone Family Foundation (the Foundation) and 2,000,000 million shares
of Common Stock held by the Roger W. Stone 2009 GRAT dated June 3, 2009 (the
GRAT).
(2) Based on 28,370,348 shares of Common Stock outstanding as of July
24, 2009 (as reported in the Issuers Quarterly Report on Form 10-Q for the
fiscal quarter ended June 30, 2009).
2
CUSIP No.
48562P103
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1.
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Names of Reporting Persons
Roger and Susan Stone Family Foundation
N4952-435-8
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Illinois
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
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8.
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Shared Voting Power
1,573,400
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9.
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Sole Dispositive Power
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10.
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Shared Dispositive Power
1,573,400
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11.
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Aggregate Amount Beneficially
Owned by Each Reporting Person
1,573,400
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
5.5% (1)
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14.
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Type of Reporting Person
(See Instructions)
CO
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(1) Based on 28,370,348 shares of Common
Stock outstanding as of July 24, 2009 (as reported in the Issuers Quarterly
Report on Form 10-Q for the fiscal quarter ended June 30, 2009).
3
CUSIP No.
48562P103
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1.
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Names of Reporting Persons
Roger W. Stone, and his successors in trust, as Trustee of the Roger W. Stone
2009 GRAT dated June 3, 2009
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2.
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Check the Appropriate Box
if a Member of a Group (See Instructions)
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(a)
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o
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(b)
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x
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3.
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SEC Use Only
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4.
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Source of Funds (See
Instructions)
OO
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5.
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Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
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6.
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Citizenship or Place of Organization
Illinois
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Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
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7.
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Sole Voting Power
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8.
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Shared Voting Power
2,000,000
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9.
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Sole Dispositive Power
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10.
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Shared Dispositive Power
2,000,000
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11.
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Aggregate Amount
Beneficially Owned by Each Reporting Person
2,000,000
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12.
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Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
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13.
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Percent of Class
Represented by Amount in Row (11)
7% (1)
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14.
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Type of Reporting Person
(See Instructions)
CO
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(1) Based on 28,370,348 shares of Common Stock
outstanding as of July 24, 2009 (as reported in the Issuers Quarterly Report
on Form 10-Q for the fiscal quarter ended June 30, 2009).
4
Item 1. Security and Issuer
This statement on
Schedule 13D (this Statement) relates to the Common Stock, par value $.0001
per share (the Common Stock), of KapStone Paper and Packaging Corporation, a
Delaware corporation (the Issuer or the Company), the principal executive
offices of which are located at 1101 Skokie Boulevard, Suite 300,
Northbrook, IL 60062. This Schedule 13D/A amends the Schedule 13D filed by
Roger Stone on June 9, 2008, as amended by the Schedule 13D/A filed
June 9, 2009, to reflect the expiration of warrants to purchase Common
Stock of the Company (Warrants). Upon exercise, each Warrant entitled the
Warrant holder to purchase, at an exercise price of $5.00 per share, one share
of Common Stock of the Company. Mr. Stone was the holder of 1,702,000
shares of Common Stock issuable upon the exercise of the Warrants, and the
Foundation was the holder of 260,000 shares of Common Stock issuable upon the
exercise of the Warrants.
Item 2. Identity and Background
(a)-(c) This
statement is being filed on behalf of (i) Roger Stone, (ii) the Roger
and Susan Stone Family Foundation, an Illinois not-for-profit corporation (the
Foundation), and (iii) the Roger W. Stone 2009 GRAT dated June 3,
2009, (the GRAT). Mr. Stone, the Foundation and the GRAT are herein
together sometimes called the Reporting Persons. The Reporting Persons may be
deemed to be members of a group within the meaning of
Section 13(d)(3) of the Securities Exchange Act of 1934, as amended.
The filing of this Statement, however, should not be deemed an admission that
the Reporting Persons comprise a group for purposes of
Section 13(d)(3) or for any other purpose.
Mr. Stone is
Chairman of the Companys Board of Directors and Chief Executive Officer, and
his principal business address is c/o KapStone Paper and Packaging Corporation,
1101 Skokie Boulevard, Suite 300, Northbrook, Illinois 60062.
Mr. Stone is president and director of the Foundation and is the trustee
of the GRAT.
The principal business of
the Foundation is to make contributions exclusively for charitable, religious,
literary and educational purposes, for the relief of the conditions of the poor
and the aged, the homeless and the afflicted, or other persons in unfortunate
circumstances for the advancement of learning, science, and for the prevention
of cruelty to children and animals. The principal address of the Foundation is
1101 Skokie Boulevard, Suite 300, Northbrook, Illinois 60062.
The GRAT is a trust. The
principal address of the GRAT is 1101 Skokie Boulevard., Suite 300,
Northbrook, IL 60062.
(d) and (e)
During the last five years, none of the Reporting Persons have been
(i) convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors), or (ii) a party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities subject to,
federal or state securities laws or funding any violation with respect to such
laws.
(f) Mr. Stone
is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
Not applicable.
Item 4. Purpose of Transaction
Effective August 17,
2009, the Warrants expired. The revised securities ownership amounts set forth
herein reflect the expiration of Warrants to purchase 1,702,000 shares of
Common Stock owned by Mr. Stone and Warrants to purchase 260,000 shares of
Common Stock owned by the Foundation.
The information set forth
in Items 3 and 6 is hereby incorporated by reference into this Item 4.
Acquisitions of Common Stock by Mr. Stone were made for investment
purposes and also as compensation for his service as an officer of the Issuer.
Mr. Stone is the Chairman of the Board, Chief Executive Officer and a
founder of the Issuer.
5
Mr. Stone may
purchase additional shares of Common Stock or similar securities from time to
time, either in brokerage transactions, in over-the counter market, in
privately-negotiated transactions, or upon exercise of stock options, warrants
or similar securities. Mr. Stone holds stock options to acquire additional
shares of Common Stock granted to him as compensation for his service to the
Company. Mr. Stone may, from time to time, exercise such options or be
granted additional stock options or other equity awards by the Company in
connection with such service. Any decision to increase his holdings of Common
Stock will depend on various factors, including, but not limited to, the price
of the shares of Common Stock, the terms and conditions of the transaction and
prevailing market conditions. The Foundation and/or GRAT may purchase
additional shares of Common Stock or similar securities from time to time,
either in brokerage transactions, in over-the-counter market, or in privately
negotiated transactions. In addition, the Foundation and/or GRAT may acquire
beneficial ownership of additional shares of Common Stock from time to time in
connection with any future gifts by Mr. Stone.
Each Reporting Person
also may, at any time, subject to compliance with applicable securities laws,
dispose of some or all of its/his Common Stock depending on various factors,
including, but not limited to, the price of the shares of Common Stock, the terms
and conditions of the transaction and prevailing market conditions, as well as
liquidity and diversification objectives. In addition, Mr. Stone may make
gifts (which may include gifts to the GRAT and/or Foundation and other
charities) of Common Stock from time to time.
The Reporting Persons
intend to participate in and influence the affairs of the Issuer through the
exercise of their voting rights with respect to their shares of Common Stock.
In addition, Mr. Stone is the Chairman of the Board and Chief Executive
Officer of the Issuer and, as a result, in the ordinary course or otherwise,
may take actions to influence the management, business, and affairs of the
Issuer.
None of the Reporting
Persons, as stockholders of the Company, has any plans or proposals other than
as described herein that relate to or would result in any of the transactions
or other matters specified in clauses (a) through (j) of Item 4 of
Schedule 13D. Each Reporting Person may, at any time and from time to time, review
or reconsider its/his position and/or its/his purpose and/or formulate plans or
proposals with respect thereto. Notwithstanding the foregoing, Mr. Stone,
in his positions as the Companys Chairman of the Board and Chief Executive
Officer, intends to approve such matters and take such actions as he deems to
be in the best interests of the Company, which matters and actions could
potentially involve items referenced in the first sentence of this paragraph.
Item 5. Interest in Securities of the Issuer
(a)-(b) Based on
28,370,348 shares of Common Stock outstanding as of July 24, 2009, as
reported in the Issuers Quarterly Report on Form 10-Q for the fiscal
quarter ended June 30, 2009, filed with the SEC on July 30, 2009, the
4,211,211 shares of Common Stock beneficially owned by Mr. Stone represent
approximately 14.8% of the outstanding Common Stock. This total also includes
the 1,573,400 shares of Common Stock beneficially owned by the Foundation, and
2,000,000 shares of Common Stock beneficially owned by the GRAT, of which
Mr. Stone may be deemed to have beneficial ownership by virtue of the
relationship described in Item 2 above.
Except for the shares of
Common Stock beneficially owned by the Reporting Persons as of the date hereof,
disclosed in this Statement, none of the Reporting Persons owns any Common
Stock of the Issuer or has any right to acquire, directly or indirectly, any
beneficial ownership of other Common Stock of the Issuer.
Mr. Stone has the
sole power to vote or direct the vote of, and to dispose or direct the
disposition of, all of the securities shown above as being directly owned by
him. In addition, Mr. Stone, as Director, President and Treasurer of the
Foundation, has shared power to vote or direct the vote of, and to dispose or
direct the disposition of, all of the securities held by the foundation, and
Mr. Stone, as trustee of the GRAT, has shared power to vote or direct the
vote of, and to dispose or direct the disposition of, all of the securities
held by the GRAT. Pursuant to the terms of the Foundations organizational
documents, actions with respect to the Common Stock held by the Foundation,
including the exercise of voting rights and any action to sell, option,
exchange or otherwise dispose of the shares, require the approval of Mr. Stone.
Pursuant to the terms of the GRATs organizational document, action with
respect to the Common Stock held by the GRAT, including the exercise of voting
rights and any action to sell, option, exchange or otherwise dispose of the
shares, require the approval of Mr. Stone.
6
(c) Except as set
forth below, none of the Reporting Persons has made any purchase, sale or any
other transaction in the Common Stock during the 60 days preceding the filing
of this Schedule 13D/A.
Mr. Stone made the
following donation transfers to the GRAT:
Date
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Number of Shares of Common Stock
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June 3, 2009
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2,000,000
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(d) As to each
Reporting Person, no person other than the Reporting Person has the right to
receive or the power to direct the receipt of dividends from or the proceeds
from the sale of any of the shares referred to in Item 5(a) above.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Other than as described
in Items 3 and 4 of this Statement and herein (and the Joint Filing Agreement
filed as an Exhibit to this Statement), there are no contracts,
arrangements or understandings between any of the Reporting Persons or between
any of the Reporting Persons and any other person with respect to any
securities of the Issuer, including, but not limited to, transfer or voting of
any of the securities, finders fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or
loss, or the giving or withholding of proxies, and the Reporting Person has not
pledged securities of the Issuer nor are the securities of the Issuer held by
the Reporting Person subject to a contingency, the occurrence of which would
give another person voting power or investment power over such securities.
Mr. Stone has been
granted non-qualified stock options, restricted stock and restricted stock
units pursuant to the Issuers equity incentive plan. As of the date hereof,
Mr. Stone has: (a) 159,650 options, all of which are scheduled to
vest in accordance with their respective terms between April 5, 2009, and
April 5, 2010, at an exercise price of $6.76 per share and
(b) 167,671 options, all of which are scheduled to vest in accordance with
their respective terms between April 10, 2010, and April 10, 2011, at
an exercise price of $6.90 per share; and (c) 167,671 options, all of
which are scheduled to vest in accordance with their respective terms between
May 13, 2011, and May 13, 2012, at an exercise price of $3.70 per
share. Mr. Stone has: (a) 54,300 shares of restricted stock with
restrictions that are scheduled to lapse on April 5, 2010; and
(b) 53,217 restricted stock units with restrictions that are scheduled to
lapse on April 10, 2011.
Item 7. Material to be Filed as Exhibits
See Exhibit Index
appearing elsewhere herein, which is incorporated herein by reference.
7
Signature
After reasonable inquiry
and to the best of my knowledge and belief, I certify that the information set
forth in this statement is true, complete and correct.
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August 18
,2009
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Date
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/s/ Roger Stone
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Roger Stone
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ROGER
AND SUSAN STONE FAMILY FOUNDATION
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/s/ Roger Stone
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Roger Stone, President
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ROGER
W. STONE 2009 GRAT 06/03/09
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/s/ Roger Stone
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Roger Stone, Trustee
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8
EXHIBIT
INDEX
Number
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Description
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1
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Joint Filing Agreement
dated as of August 18, 2009, by and among Roger Stone, the Roger W.
Stone 2009 GRAT 6/30/09, and the Roger and Susan Stone Family Foundation.
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9
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