Form 4: Berry Global Group Chief Legal Officer Reports Disposition of Shares and Derivatives Following Amcor Merger

Jason K. Greene, Chief Legal Officer of Berry Global Group, reports the disposition of common stock, restricted stock units, and employee stock options due to the completion of the merger with Amcor plc on April 30, 2025.

Summary

• On April 30, 2025, Berry Global Group merged with Amcor plc, resulting in changes to the holdings of Jason K. Greene, the Chief Legal Officer.
• Greene disposed of 250 shares of common stock.
• His restricted stock units (RSUs) were cancelled and converted into the right to receive Amcor ordinary shares and cash, depending on whether they were vested or unvested.
• Vested RSUs were converted into Amcor shares based on a ratio of 7.25 Amcor shares per Berry share, plus cash for dividend equivalent rights (DERs).
• Unvested RSUs were converted into Amcor RSUs and restricted cash, maintaining the original terms and conditions.
• Vested stock options were cancelled and converted into the right to receive Amcor ordinary shares and cash for DERs, with the number of shares determined by the excess of the merger consideration value over the exercise price.
• Unvested stock options were assumed by Amcor and converted into Amcor stock options, with adjustments to the number of shares and exercise price based on the 7.25 ratio.
• Options with an exercise price equal to or greater than the merger consideration were cancelled without consideration, except for accrued DERs.
• Greene disposed of 20,918 Restricted Stock Units.
• Greene disposed of 485,090 Employee Stock Options.

Sentiment

Score: 7

Explanation: The document is a standard regulatory filing detailing the consequences of a merger on executive compensation. It is factual and does not contain overtly positive or negative sentiment, but the completion of the merger is a significant corporate event.

Future Outlook

The document does not contain specific forward-looking statements, but it details the conversion of Berry Global Group securities into Amcor securities as a result of the merger.

Industry Context

This announcement reflects the completion of a significant merger in the packaging industry, with Berry Global Group being acquired by Amcor plc. This consolidation could lead to increased market share and synergies for Amcor.

Comparison to Industry Standards

• The conversion of stock options and restricted stock units following a merger is a standard practice.
• The 7.25 share conversion ratio reflects the agreed-upon terms of the merger agreement.
• Similar transactions, such as the acquisition of Bemis by Amcor in 2019, involved comparable processes for handling equity awards.
• The treatment of vested and unvested equity awards aligns with common practices in M&A transactions to ensure fair compensation and retention incentives.

Stakeholder Impact

• Shareholders of Berry Global Group received Amcor shares and/or cash as a result of the merger.
• Employees with stock options and RSUs had their awards converted into Amcor equivalents or cash.
• The merger may impact suppliers and customers through changes in the combined company's operations and strategies.

Key Dates

Keywords

Merger, Amcor, Berry Global Group, Stock Options, Restricted Stock Units, Beneficial Ownership, Form 4, Greene Jason K., Disposition