Statement of Changes in Beneficial Ownership (4)
June 05 2019 - 7:53PM
Edgar (US Regulatory)
FORM 4
[
X
]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue.
See
Instruction 1(b).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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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1. Name and Address of Reporting Person
*
Bobba Bharani
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2. Issuer Name
and
Ticker or Trading Symbol
Ranpak Holdings Corp.
[
PACK
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director
_____ 10% Owner
_____ Officer (give title below)
__
X
__ Other (specify below)
Former Officer
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(Last)
(First)
(Middle)
7990 AUBURN ROAD
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3. Date of Earliest Transaction
(MM/DD/YYYY)
6/3/2019
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(Street)
CONCORD TOWNSHIP, OH 44077
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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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
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. 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
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V
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Amount
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(A) or (D)
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Price
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Class A common stock
(1)
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6/3/2019
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C
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43272
(2)
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A
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(3)
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43272
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D
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Class A common stock
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6/3/2019
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M
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2261
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A
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(3)
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45533
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D
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Class A common stock
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6/3/2019
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A
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603
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A
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$10.00
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46136
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D
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Class A common stock
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6/3/2019
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A
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17000
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A
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$10.00
(4)
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63136
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D
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Class A common stock
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6/3/2019
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A
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731
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A
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(5)
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63867
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D
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Table II - Derivative Securities Beneficially Owned (
e.g.
, puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security
(Instr. 3)
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2. Conversion or Exercise Price of Derivative Security
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3. Trans. Date
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3A. Deemed Execution Date, if any
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4. Trans. 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
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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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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(A)
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(D)
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Date Exercisable
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Expiration Date
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Title
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Amount or Number of Shares
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Class B common stock
(1)
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(3)
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6/3/2019
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C
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43272
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6/3/2019
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(3)
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Class A or Class C common stock
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100000
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(3)
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0
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D
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Class B common stock
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(3)
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6/3/2019
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M
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2261
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6/3/2019
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(3)
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Class A or Class C common stock
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2261
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(3)
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0
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D
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Warrants (Right to buy)
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$11.50
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6/3/2019
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D
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7306
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(6)
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(6)
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Class A or Class C common stock
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7306
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(5)
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0
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D
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Warrants (Right to buy)
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$11.50
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6/3/2019
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A
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3014
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(7)
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(7)
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Class A common stock
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3014
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(4)
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3014
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D
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Explanation of Responses:
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(1)
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The transaction described herein is exempt under Rule 16b-6(b) as the conversion of a derivative security.
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(2)
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One-third of this Class A common stock has vested and the remaining two-thirds will vest in equal installments on June 3, 2020 and June 3, 2021, respectively. These shares of Class A common stock are subject to forfeiture if certain earnout targets are not met.
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(3)
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The shares of Class B common stock automatically converts into Class A common stock effective as of the closing of the previously announced business combination between One Madison Corporation and Rack Holdings, Inc. and Ranpak Corp., which closing occurred on June 3, 2019 (the "Ranpak Business Combination").
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(4)
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Pursuant to a forward purchase agreement, contingent on the completion of the Ranpak Business Combination, Mr. Bobba agreed to purchase shares of Class A common stock for $10.00 per share. In connection with the purchase of the shares of Class A common stock under the forward purchase agreement, Mr. Bobba was also entitled to receive one warrant for every three shares of Class A common stock that was issued and sold to Mr. Bobba.
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(5)
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Effective as of the Ranpak Business Combination, the issuer canceled, pursuant to the issuer's warrant exchange program, the warrants granted to Mr. Bobba on January 22, 2018. In exchange for the warrants, Mr. Bobba received 731 shares of Class A common stock from the issuer.
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(6)
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Each of the canceled warrants would have entitled Mr. Bobba to purchase one share of either Class A or Class C common stock per warrant. If they had not been canceled, the warrants could have been exercised during the period commencing 30 days after the Ranpak Business Combination and terminating at 5:00 p.m. New York City time on the date that is five years after the Ranpak Business Combination.
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(7)
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The warrant may be exercised during the period commencing 30 days after the Ranpak Business Combination and terminating at 5:00 p.m. New York City time on the date that is five years after the Ranpak Business Combination.
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Reporting Owners
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Reporting Owner Name / Address
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Relationships
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Director
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10% Owner
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Officer
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Other
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Bobba Bharani
7990 AUBURN ROAD
CONCORD TOWNSHIP, OH 44077
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Former Officer
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Signatures
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/s/ Michele Smolin, attorney-in-fact
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6/5/2019
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**
Signature of Reporting Person
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Date
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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*
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If the form is filed by more than one reporting person,
see
Instruction 4(b)(v).
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**
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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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Note:
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File three copies of this Form, one of which must be manually signed. If space is insufficient,
see
Instruction 6 for procedure.
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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 control number.
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