Statement of Changes in Beneficial Ownership (4)
August 19 2019 - 7:00PM
Edgar (US Regulatory)
FORM 4
[ ]
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
*
BOYNTON PAUL G
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2. Issuer Name
and
Ticker or Trading Symbol
RAYONIER ADVANCED MATERIALS INC.
[
RYAM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__
X
__ Director
_____ 10% Owner
__
X
__ Officer (give title below)
_____ Other (specify below)
Chairman, President and CEO
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(Last)
(First)
(Middle)
1301 RIVERPLACE BOULEVARD, SUITE 2300
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3. Date of Earliest Transaction
(MM/DD/YYYY)
8/15/2019
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(Street)
JACKSONVILLE, FL 32207
(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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Common Stock
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8/15/2019
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C
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7745.0000
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A
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$0
(1)
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400594.0000
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D
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Common Stock
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3702.9242
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I
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By 401k
(2)
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Common Stock
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30266.0000
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I
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By Grantor Retained Annuity Trust
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Common Stock
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33701.0000
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I
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By Michelle M. Boynton Irrevocable Trust
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Common Stock
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32329.0000
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I
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By Paul G. Boynton Trust
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Common Stock
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796.0000
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I
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By Wife
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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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8.00% Series A Mandatory Convertible Preferred Stock
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(3)
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8/15/2019
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C
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1000.0000
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(3)
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8/15/2019
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Common Stock
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7745.9000
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$0.0000
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0.0000
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D
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Explanation of Responses:
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(1)
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The conversion rate of the 8.00% Series A Mandatory Convertible Preferred Stock (the "Preferred Stock") was 7.7459 shares of Common Stock per share of Preferred Stock.
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(2)
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Shares are held in the Rayonier Advanced Materials Investment and Savings Plan, a 401(k) plan, for this person's account.
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(3)
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As set forth in the Certificate of Designations of 8.00% Series A Mandatory Convertible Preferred Stock, included as Exhibit 3.1 to the Issuer's Form 8-K filed with the SEC on 8/10/2016 (the "Certificate"), the Preferred Stock automatically converted into Common Stock on 8/15/2019 (the "Mandatory Conversion Date" or "MCD") at a conversion rate between 6.5923 and 7.7459 shares of Common Stock per share of Preferred Stock, depending on the average market value of the Common Stock for a period of time prior to the MCD as set forth in the Certificate. Holders of Preferred Stock had the right to elect to convert shares of Preferred Stock into Common Stock at any time prior to the MCD at a conversion rate of 6.5923 shares of Common Stock per share of Preferred Stock, subject to certain adjustments. On the MCD, the Preferred Stock automatically converted to Common Stock at a conversion rate of 7.7459 shares of Common Stock per share of Preferred Stock.
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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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BOYNTON PAUL G
1301 RIVERPLACE BOULEVARD
SUITE 2300
JACKSONVILLE, FL 32207
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X
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Chairman, President and CEO
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Signatures
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Brenda K. Davis, Attorney-in-Fact
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8/19/2019
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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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