Greenbrier Holdings, LLC /AR/

SEC source: 0001187377-25-000003 · primary_doc.xml · nonDerivative · entry 1

FORD SCOTT T · CIK 0001187377 · Director · CHIEF EXECUTIVE OFFICER(1) · 10% owner

Westrock Group, LLC · CIK 0001940955 · 10% owner

Greenbrier Holdings, LLC /AR/ · CIK 0001942852 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · SEE FOOTNOTES

Disclosed balance after: 23,263,104

F2 · price: The price reported in Column 4 is a weighted average price. These shares were purchased in multiple transactions at prices ranging from $4.22 to $4.51, inclusive. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer, or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares purchased at each separate price within such range.

F3 · balance_after: Consists of 23,263,104 shares of common stock, par value $0.01 per share, of the Issuer ("Common Stock"), which are held of record by Westrock Group. Greenbrier is the manager of Westrock Group and as such has voting and investment power over the shares of Common Stock held by Westrock Group. Scott T. Ford is the sole member and manager of Greenbrier and as such may be deemed to exercise voting and investment control over the shares of Common Stock held by Westrock Group. Mr. Ford and Greenbrier each disclaims beneficial ownership over all shares held by Westrock Group over which they do not have a pecuniary interest and this report shall not be deemed an admission that Mr. Ford or Greenbrier is the beneficial owner of the disclaimed securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

F1 · ownership.nature: Scott T. Ford is the Chief Executive Officer of the issuer and a member of its board of directors. Greenbrier Holdings, LLC ("Greenbrier") is the manager of Westrock Group, LLC ("Westrock Group") and as such has voting and investment power over the securities held by Westrock Group. Scott T. Ford is the sole member and manager of Greenbrier and as such may be deemed to exercise voting and investment control over the securities held by Westrock Group.

F3 · ownership.nature: Consists of 23,263,104 shares of common stock, par value $0.01 per share, of the Issuer ("Common Stock"), which are held of record by Westrock Group. Greenbrier is the manager of Westrock Group and as such has voting and investment power over the shares of Common Stock held by Westrock Group. Scott T. Ford is the sole member and manager of Greenbrier and as such may be deemed to exercise voting and investment control over the shares of Common Stock held by Westrock Group. Mr. Ford and Greenbrier each disclaims beneficial ownership over all shares held by Westrock Group over which they do not have a pecuniary interest and this report shall not be deemed an admission that Mr. Ford or Greenbrier is the beneficial owner of the disclaimed securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.

SEC source: 0001903601-24-000011 · primary_doc.xml · derivative · entry 1

FORD SCOTT T · CIK 0001187377 · Director · CHIEF EXECUTIVE OFFICER(1) · 10% owner

Westrock Group, LLC · CIK 0001940955 · 10% owner

Greenbrier Holdings, LLC /AR/ · CIK 0001942852 · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · BY LLC

Disclosed balance after: Not disclosed

Underlying: Common Stock · Not disclosed shares

Expires 2029-02-15

F2 · derivative.exercise_price: Holders of the issuer's 5% convertible notes due 2029 (the "convertible notes") may voluntarily convert their convertible notes in denominations of $1,000 (i) during the period commencing on August 15, 2024, and prior to the close of business on the trading day immediately preceding August 15, 2028, if the closing price of the issuer's common stock for at least 20 trading days (whether or not consecutive) during the period of any 30 consecutive trading days in the immediately preceding calendar quarter is equal to or greater than 130% of the conversion price; (ii) during the period commencing on August 15, 2028, and prior to the close of business on the second scheduled trading day immediately preceding February 15, 2029, at any time; and (iii) during the 35 trading days following the effective date of certain fundamental change transactions that occur prior to the close of business on the trading day immediately preceding August 15, 2028.

F3 · derivative.exercise_price: Conversions of the convertible notes will be settled, at the issuer's election, in cash, shares of the issuer's common stock or a combination thereof. The initial conversion price of the convertible notes is $12.84, which corresponds to an initial conversion rate of 77.88 shares of the issuer's common stock per $1,000 principal amount of convertible notes. The conversion price and conversion rate are subject to customary adjustments and the issuer may not issue more than 19.99% of the issued and outstanding common stock immediately prior to the issuance of the convertible notes in respect of the conversion of the convertible notes.

F2 · derivative.exercise_date: Holders of the issuer's 5% convertible notes due 2029 (the "convertible notes") may voluntarily convert their convertible notes in denominations of $1,000 (i) during the period commencing on August 15, 2024, and prior to the close of business on the trading day immediately preceding August 15, 2028, if the closing price of the issuer's common stock for at least 20 trading days (whether or not consecutive) during the period of any 30 consecutive trading days in the immediately preceding calendar quarter is equal to or greater than 130% of the conversion price; (ii) during the period commencing on August 15, 2028, and prior to the close of business on the second scheduled trading day immediately preceding February 15, 2029, at any time; and (iii) during the 35 trading days following the effective date of certain fundamental change transactions that occur prior to the close of business on the trading day immediately preceding August 15, 2028.

F3 · derivative.exercise_date: Conversions of the convertible notes will be settled, at the issuer's election, in cash, shares of the issuer's common stock or a combination thereof. The initial conversion price of the convertible notes is $12.84, which corresponds to an initial conversion rate of 77.88 shares of the issuer's common stock per $1,000 principal amount of convertible notes. The conversion price and conversion rate are subject to customary adjustments and the issuer may not issue more than 19.99% of the issued and outstanding common stock immediately prior to the issuance of the convertible notes in respect of the conversion of the convertible notes.

F2 · underlyingValue: Holders of the issuer's 5% convertible notes due 2029 (the "convertible notes") may voluntarily convert their convertible notes in denominations of $1,000 (i) during the period commencing on August 15, 2024, and prior to the close of business on the trading day immediately preceding August 15, 2028, if the closing price of the issuer's common stock for at least 20 trading days (whether or not consecutive) during the period of any 30 consecutive trading days in the immediately preceding calendar quarter is equal to or greater than 130% of the conversion price; (ii) during the period commencing on August 15, 2028, and prior to the close of business on the second scheduled trading day immediately preceding February 15, 2029, at any time; and (iii) during the 35 trading days following the effective date of certain fundamental change transactions that occur prior to the close of business on the trading day immediately preceding August 15, 2028.

F3 · underlyingValue: Conversions of the convertible notes will be settled, at the issuer's election, in cash, shares of the issuer's common stock or a combination thereof. The initial conversion price of the convertible notes is $12.84, which corresponds to an initial conversion rate of 77.88 shares of the issuer's common stock per $1,000 principal amount of convertible notes. The conversion price and conversion rate are subject to customary adjustments and the issuer may not issue more than 19.99% of the issued and outstanding common stock immediately prior to the issuance of the convertible notes in respect of the conversion of the convertible notes.

F1 · ownership.nature: Scott T. Ford is the Chief Executive Officer of the issuer and a member of its board of directors. Greenbrier Holdings, LLC ("Greenbrier") is the manager of Westrock Group, LLC ("Westrock Group") and as such has voting and investment power over the securities held by Westrock Group. Scott T. Ford is the sole member and manager of Greenbrier and as such may be deemed to exercise voting and investment control over the securities held by Westrock Group.

F4 · ownership.nature: Held of record by Westrock Group. Mr. Ford disclaims beneficial ownership over all securities held by Westrock Group over which he does not have a pecuniary interest and this report shall not be deemed an admission that Mr. Ford is the beneficial owner of the disclaimed securities for purposes of Section 16 of the Securities Exchange Act of 1934, as amended, or for any other purpose.