Form 4: Pactiv Evergreen Executive Tim A. Levenda Acquires Shares Through Accelerated Vesting and Merger Agreement

Pactiv Evergreen's President of Foodservice, Tim A. Levenda, acquired a significant number of shares due to accelerated vesting of restricted stock units and performance share units, along with a merger agreement.

Summary

• Tim A. Levenda, President of Foodservice at Pactiv Evergreen, acquired 5,566 shares of common stock due to the settlement of dividend equivalent rights on restricted stock units.
• He also acquired 183,187 shares from the vesting of performance share units granted in 2022, which were settled at 200% of target due to a merger agreement.
• A total of 99,254 shares were withheld to cover tax liabilities related to the vesting of these units.
• The vesting of both restricted stock units and performance share units was accelerated from their original vesting date of March 2, 2025, into 2024.

Sentiment

Score: 7

Explanation: The document indicates a positive outcome for the executive due to accelerated vesting and a 200% payout on performance share units, but also includes a significant tax liability.

Positives

• The accelerated vesting of restricted stock units and performance share units indicates a positive outcome for the executive.
• The performance share units vesting at 200% of target suggests strong performance or a favorable outcome related to the merger agreement.

Negatives

• A significant number of shares were withheld to cover tax liabilities, which reduces the net gain for the executive.

Risks

• The accelerated vesting was triggered by a merger agreement, which could introduce uncertainty about future compensation structures.
• The tax liability associated with the vesting could impact the executive's overall financial position.

Future Outlook

The document does not contain any specific forward-looking statements or guidance beyond the details of the transactions.

Management Comments

• The Compensation Committee of the Issuer's Board of Directors determined the performance share units were settled at 200% of target.

Industry Context

This filing reflects standard executive compensation practices, particularly in the context of a merger or acquisition, where accelerated vesting of equity awards is common.

Comparison to Industry Standards

• Accelerated vesting of equity awards upon a merger is a common practice in the industry, similar to what has been seen in other acquisitions such as the acquisition of Bemis by Amcor where executives received accelerated vesting of their equity awards.
• The 200% payout of performance share units is a significant outcome, suggesting that the performance criteria were met or exceeded, which is similar to other companies that have performance based equity awards.
• The withholding of shares for tax liabilities is a standard practice in executive compensation, consistent with other companies such as Ball Corporation where executives have shares withheld to cover tax obligations.

Stakeholder Impact

• Shareholders may view the accelerated vesting and 200% payout as a positive sign of the company's performance and the merger's potential benefits.
• Employees may see this as a positive sign of the company's commitment to rewarding performance.

Key Dates

Keywords

Pactiv Evergreen, Tim A. Levenda, stock acquisition, restricted stock units, performance share units, merger agreement, vesting, executive compensation, dividend equivalent rights