|
UNITED STATES
|
|
|
SECURITIES AND EXCHANGE COMMISSION
|
|
|
Washington, D.C. 20549
|
|
|
|
|
|
SCHEDULE 13D/A
|
|
Under the Securities Exchange Act
of 1934
(Amendment No. 1 )*
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 person's 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
|
|
|
1.
|
Names of Reporting Persons
Matthew Kaplan
|
|
|
2.
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
x
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds (See
Instructions)
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
6.
|
Citizenship or Place of Organization
U.S.A.
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
962,342
|
|
8.
|
Shared Voting Power
750,000 (1)
|
|
9.
|
Sole Dispositive Power
962,342
|
|
10.
|
Shared Dispositive Power
750,000 (1)
|
|
|
11.
|
Aggregate Amount Beneficially
Owned by Each Reporting Person
1,712,342 (1)
|
|
|
12.
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
|
|
13.
|
Percent of Class
Represented by Amount in Row (11)
6% (2)
|
|
|
14.
|
Type of Reporting Person
(See Instructions)
IN
|
|
|
|
|
|
|
(1) Includes 750,000
shares of Common Stock held by the Matthew S. Kaplan, 2008 GRAT, UAD 02/27/80
(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 10Q for the
fiscal quarter ended June 30, 2009)
2
CUSIP No.
48562P103
|
|
|
1.
|
Names of Reporting Persons
Matthew S. Kaplan, 2008 GRAT, UAD 02/27/08
N4952-435-8
|
|
|
2.
|
Check the Appropriate Box
if a Member of a Group (See Instructions)
|
|
|
(a)
|
o
|
|
|
(b)
|
x
|
|
|
3.
|
SEC Use Only
|
|
|
4.
|
Source of Funds (See
Instructions)
OO
|
|
|
5.
|
Check if Disclosure of Legal Proceedings Is
Required Pursuant to Items 2(d) or 2(e)
o
|
|
|
6.
|
Citizenship or Place of Organization
Illinois
|
|
Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With
|
7.
|
Sole Voting Power
|
|
8.
|
Shared Voting Power
750,000
|
|
9.
|
Sole Dispositive Power
|
|
10.
|
Shared Dispositive Power
750,000
|
|
|
11.
|
Aggregate Amount
Beneficially Owned by Each Reporting Person
750,000
|
|
|
12.
|
Check if the Aggregate
Amount in Row (11) Excludes Certain Shares (See Instructions)
o
|
|
|
13.
|
Percent of Class
Represented by Amount in Row (11)
2.6% (1)
|
|
|
14.
|
Type of Reporting Person
(See Instructions)
CO
|
|
|
|
|
|
|
(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 10Q for the
fiscal quarter ended June 30, 2009).
3
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 Matthew Kaplan on June 6, 2008, 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. Kaplan was
the holder of 1,112,500 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) Matthew Kaplan, and (ii) the
Matthew S. Kaplan, 2008 GRAT UAD 02/27/08 (the GRAT). Mr. Kaplan 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. Kaplan is
the President, Secretary and a director of the Company, and his principal
business address is c/o KapStone Paper and Packaging Corporation, 1101 Skokie
Boulevard, Suite 300, Northbrook, Illinois 60062. Mr. Kaplan is the trustee of the GRAT.
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. Kaplan
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 1,112,500 shares of
Common Stock owned by Mr. Kaplan.
The information
set forth in Items 3 and 6 is hereby incorporated by reference into this Item
4. Acquisitions of Common Stock by Mr. Kaplan
were made for investment purposes and also as compensation for his service as
an officer of the Issuer. Mr. Kaplan
is the president of the Company and a founder of the Issuer.
Mr. Kaplan
and the GRAT 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. Kaplan holds stock options to acquire additional shares of
Common Stock granted to him as compensation for his service to the
Company. Mr. Kaplan 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
4
transaction and
prevailing market conditions. The GRAT
may acquire beneficial ownership of additional shares of Common Stock from time
to time in connection with any future gifts by Mr. Kaplan.
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. Kaplan may to make
gifts (which may include gifts to the GRAT 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. Kaplan
is the President 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. Kaplan,
in his position as the Companys President and Secretary, 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 1,712,342 shares of Common Stock beneficially owned by Mr. Kaplan
represent approximately 6% of the outstanding Common Stock. This total also includes the 750,000 shares
of Common Stock beneficially owned by the GRAT, of which Mr. Kaplan 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 own any
Common Stock of the Issuer or have any right to acquire, directly or
indirectly, any beneficial ownership of other Common Stock of the Issuer.
Mr. Kaplan
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. Kaplan, 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 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. Kaplan.
(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.
On August 7,
2009, Mr. Kaplan purchased 100,000 shares of Common Stock at a purchase
price of $5.10 per share.
(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
5
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. Kaplan has been
granted non-qualified stock options, restricted stock and restricted stock
units pursuant to Issuers equity incentive plan. As of the date hereof, Mr. Kaplan 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. Kaplan 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.
6
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.
|
August 17, 2009
|
|
Date
|
|
|
|
/s/ Matthew
Kaplan
|
|
Matthew Kaplan
|
|
|
|
|
|
MATTHEW
S. KAPLAN 2008 GRAT UAD 02/27/08
|
|
|
|
/s/ Matthew
Kaplan
|
|
Matthew Kaplan, Trustee
|
7
EXHIBIT
INDEX
Number
|
|
Description
|
1
|
|
Joint Filing Agreement
dated as of August 17, 2009, by and between Matthew Kaplan and Matthew
S. Kaplan, 2008 GRAT UAD 02/27/08
|
8
Kapstone Paper And Packaging (MM) (NASDAQ:KPPC)
Historical Stock Chart
From Apr 2024 to May 2024
Kapstone Paper And Packaging (MM) (NASDAQ:KPPC)
Historical Stock Chart
From May 2023 to May 2024