Pactiv Evergreen Inc.

12/18/2024 | Press release | Distributed by Public on 12/18/2024 10:32

Statement of Changes in Beneficial Ownership (Form 4)

Ownership Submission
FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES 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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OMB Number: 3235-0287 Estimated average burden hours per response... 0.5
(Print or Type Responses)
1. Name and Address of Reporting Person *
Wulf Eric
2. Issuer Name and Ticker or Trading Symbol
Pactiv Evergreen Inc. [PTVE] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
Pres., Food & Bev. Merch.
(Last) (First) (Middle)
C/O PACTIV EVERGREEN INC., 1900 W. FIELD COURT 		3. Date of Earliest Transaction (Month/Day/Year)
12/16/2024
(Street)
LAKE FOREST, IL 60045 		4. If Amendment, Date Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
_X_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) 		7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 12/16/2024 A 3,055(1) A $ 0 164,951 D
Common Stock 12/16/2024 A 90,803(2) A $ 0 255,754 D
Common Stock 12/16/2024 F 59,252(3) D $17.32 196,502 D
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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. SEC 1474 (9-02)
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) 		6. Date Exercisable and Expiration Date
(Month/Day/Year) 		7. Title and Amount of Underlying Securities
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 4) 		10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) 		11. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Wulf Eric
C/O PACTIV EVERGREEN INC.
1900 W. FIELD COURT
LAKE FOREST, IL 60045 		Pres., Food & Bev. Merch.

Signatures

/s/ Tyler T. Rosenbaum, Assistant Secretary, by Power of Attorney 12/18/2024
**Signature of Reporting Person Date

Explanation of Responses:

* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
(1) Represents additional shares acquired by the reporting person in connection with the settlement of dividend equivalent rights upon the vesting of 39,890 restricted stock units that were otherwise scheduled to vest on March 2, 2025 but that were accelerated into 2024.
(2) Represents shares acquired by the reporting person in connection with the vesting and settlement of 40,605 performance share units that were granted in 2022, together with associated dividend equivalent rights, that were otherwise scheduled to vest on March 2, 2025, but that were accelerated into 2024. Pursuant to the Agreement and Plan of Merger, dated as of December 9, 2024, by and among the Issuer, Novolex Holdings, LLC and Alpha Lion Sub, Inc., and the determination by the Compensation Committee of the Issuer's Board of Directors in relation to achievement of the performance criteria, the performance share units were settled at 200% of target.
(3) The reported securities were withheld to satisfy the reporting person's tax liability in connection with the vesting of the aforementioned restricted stock units and performance share units.
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. Potential persons who are to respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB number.