EXPLANATORY NOTE
This Amendment No. 1 amends the Schedule 13D (Schedule 13D) initially filed on February 19, 2021 with the U.S.
Securities and Exchange Commission by International Paper Company (the Reporting Person).
Item 2 Identity and Background
References to Annex A in Item 2 are hereby deemed to refer to Annex A attached to this Amendment No. 1 to the
Schedule 13D.
Item 4 Purpose of Transaction
Item 4 of the Schedule 13D is hereby amended by replacing it in its entirety with the following:
The Reporting Person held 22,773,072 Units, which were exchangeable into shares of Common Stock or cash, or a combination of both, at the
option of GPIP, pursuant to the terms of the Exchange Agreement, dated as of January 1, 2018 (the Exchange Agreement), among the Issuer, the Reporting Person, Graphic Packaging International Partners, LLC, a Delaware limited
liability company (formerly known as Gazelle Newco LLC) and a wholly owned subsidiary of the Issuer (GPIP), and GPI Holding III, LLC, a Delaware limited liability company and a wholly owned subsidiary of the Company (GPI
Holding). On May 19, 2021, the Reporting Person entered into a Consent and Waiver Agreement, dated May 19, 2021, with the Issuer, GPI Holding I, Inc. and GPIP (the Consent and Waiver Agreement) pursuant to which the
Issuer agreed to exchange 22,773,072 Units for an equivalent number of shares of common stock, par value $0.01, of the Issuer (Common Stock) pursuant to the terms of the Exchange Agreement (the Exchange). As a result, on such
date the Reporting Person beneficially owned 22,773,072 shares of Common Stock (the Shares), which represented approximately 7.4% of the outstanding shares of Common Stock. On May 19, 2021, the Reporting Person sold the Shares to
J.P. Morgan Securities LLC, Citigroup Global Markets Inc. and Mizuho Securities USA LLC pursuant to Rule 144 at a price of $17.67 per share (the Sale). The transactions closed on May 21, 2021. See Item 5. Following the Sale, the
Reporting Person holds no Units or Shares.
Item 5 Interest in Securities of the Issuer
Item 5 of the Schedule 13D is hereby amended by deleting paragraphs (a)-(e) in their entirety and replacing them with the following:
(a) and (b)
On May 19,
2021, the Reporting Person entered into the Consent and Waiver Agreement, pursuant to which the Issuer agreed to the Exchange. As a result, on such date the Reporting Person beneficially owned the Shares, which represented approximately 7.4% of the
outstanding shares of Common Stock. On May 19, 2021, the Reporting Person sold the Shares in the Sale. The transactions described above closed on May 21, 2021.
The percentages of beneficial ownership in this Statement are based on an aggregate of 284,201,767 shares of Common Stock outstanding as of
April 26, 2021, based on information disclosed by the Issuer in its quarterly report on Form 10-Q filed on April 27, 2021.
(c) Except as set forth in Item 5(a), neither the Reporting Person nor, to the best knowledge of the Reporting Person, any other person
identified in Item 2 has engaged in any transaction during the past 60 days in any shares of Common Stock.
(d) Not applicable.
(e) On May 21, 2021, following the Sale, the Reporting Person ceased to be the beneficial owner of more than five percent of the Common
Stock.