Form 4: Berry Global Group CFO Mark Miles Disposes of Shares and Options Following Amcor Acquisition

Following the completion of Berry Global Group's acquisition by Amcor, CFO Mark Miles reports the disposal of shares, restricted stock units, and employee stock options as part of the merger agreement.

Summary

• Mark W. Miles, CFO of Berry Global Group, filed a Form 4 on May 2, 2025, reporting changes in beneficial ownership of securities.
• The filing is related to the acquisition of Berry Global Group by Amcor plc, which was completed on April 30, 2025.
• As a result of the merger, Miles disposed of 119,384 shares of common stock.
• He also disposed of 27,891 restricted stock units (RSUs) and 756,800 employee stock options.
• The transaction involved the conversion of Berry Global Group's securities into Amcor ordinary shares and, in some cases, cash.
• Vested RSUs were cancelled and converted into the right to receive Amcor ordinary shares and cash for dividend equivalent rights (DERs).
• Unvested RSUs were converted into Amcor RSUs and restricted cash equal to accrued but unpaid DERs.
• Vested stock options and unvested options vesting within 12 months were cancelled and converted into the right to receive Amcor ordinary shares and cash for DERs.
• Unvested options were assumed by Amcor and converted into Amcor stock options with adjusted exercise prices and restricted cash for DERs.
• Options with an exercise price equal to or greater than the merger consideration value were cancelled without consideration (other than accrued DERs).

Sentiment

Score: 7

Explanation: The document is a standard regulatory filing related to a previously announced merger. While the disposal of shares might seem negative, it's a procedural step in a larger, strategic transaction. The sentiment is neutral to slightly positive, reflecting the completion of the merger.

Future Outlook

The document does not contain explicit forward-looking statements for the combined entity. The future outlook is tied to the performance of Amcor, as Berry Global Group is now a part of Amcor.

Industry Context

This announcement reflects ongoing consolidation trends in the packaging industry, where larger players like Amcor seek to expand their market share and capabilities through acquisitions. The acquisition allows Amcor to strengthen its position in the global packaging market.

Comparison to Industry Standards

• Acquisitions in the packaging industry often involve similar conversions of equity awards into the acquirer's equity, as seen in this case with Amcor.
• Comparable transactions include the acquisition of Bemis Company by Amcor in 2019, which also involved the conversion of equity awards.
• The conversion ratio of 7.25 Amcor shares per Berry Global Group share is a key metric for evaluating the fairness of the deal, similar to how exchange ratios are assessed in other mergers.

Stakeholder Impact

• Shareholders of Berry Global Group received Amcor shares and cash as part of the merger consideration.
• Employees with unvested equity awards will have their awards converted into Amcor awards, subject to the same terms and conditions.
• The merger is expected to create synergies and efficiencies, potentially impacting suppliers and customers in the long term.

Key Dates

Keywords

Merger, Acquisition, Amcor, Berry Global Group, Form 4, Securities, Stock Options, Restricted Stock Units, CFO, Miles, Beneficial Ownership