Glatfelter Corporation

11/06/2024 | Press release | Distributed by Public on 11/06/2024 19:59

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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(Print or Type Responses)
1. Name and Address of Reporting Person *
Urey Jill L.
2. Issuer Name and Ticker or Trading Symbol
Magnera Corp [MAGN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
__X__ Officer (give title below) _____ Other (specify below)
EVP, GC & Corp Sec
(Last) (First) (Middle)
9335 HARRIS CORNERS PKWY, SUITE 300 		3. Date of Earliest Transaction (Month/Day/Year)
11/04/2024
(Street)
CHARLOTTE, NC 28269 		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, Par Value $.01 11/04/2024 A 101(1) A $21.05 1,020 D
Common Stock, Par Value $.01 11/04/2024 F 30(2) D $21.05 990 D
Common Stock, Par Value $.01 11/04/2024 A 870(3) A $21.05 1,860 D
Common Stock, Par Value $.01 11/04/2024 F 245(2) D $21.05 1,615(4) D
Common Stock, Par Value $.01 32 I Held in 401(K) Plan
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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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
Restricted Stock Units (5) 11/04/2024 A 4,750 11/04/2025(6) 11/04/2027 Common Stock, Par Value $.01 4,750 $ 0 4,750 D
Restricted Stock Units (5) 11/04/2024 A 9,501 11/04/2027(7) 11/04/2027 Common Stock, Par Value $.01 9,501 $ 0 9,501 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Urey Jill L.
9335 HARRIS CORNERS PKWY
SUITE 300
CHARLOTTE, NC 28269 		EVP, GC & Corp Sec

Signatures

/s/ Laura A. Jones, attorney-in-fact for Jill Urey 11/06/2024
**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) These shares were received in settlement of a Performance Share Award granted on February 18, 2022. In connection with a series of transactions pursuant to which a wholly-owned subsidiary of the Issuer combined with Berry Global Group Inc.'s global nonwovens and hygiene films business in a Reverse Morris Trust transaction (collectively, the "Transactions"), outstanding performance stock awards ("PSAs") held by executive officers of the Issuer that were outstanding immediately prior to the Transactions vested upon the closing of the Transactions, and, as a result, were deemed to be earned and vested at (i) actual performance for completed performance periods, and (ii) target performance through the date of the Transactions for incomplete performance periods.
(2) These shares are being withheld to satisfy tax obligations.
(3) These shares were received in settlement of a Performance Share Award granted on February 24, 2023. In connection with a series of transactions pursuant to which a wholly-owned subsidiary of the Issuer combined with Berry Global Group Inc.'s global nonwovens and hygiene films business in a Reverse Morris Trust transaction (collectively, the "Transactions"), outstanding performance stock awards ("PSAs") held by executive officers of the Issuer that were outstanding immediately prior to the Transactions vested upon the closing of the Transactions, and, as a result, were deemed to be earned and vested at (i) actual performance for completed performance periods, and (ii) target performance through the date of the Transactions for incomplete performance periods.
(4) Represents shares of Magnera Corporation (formerly Glatfelter Corporation, "the Issuer") common stock, par value $0.01 per share, after giving effect to a 1-for-13 reverse stock split effective on November 4, 2024 and the subsequent vesting of Performance Shares reported above.
(5) Not applicable to this transaction. RSUs have no value until all restrictions lapse on the final vesting date.
(6) This grant vests one-third 11/4/2025, one-third 11/4/2026 and one-third 11/4/2027. This grant vests in full, and all restrictions lapse, three years from the Grant Date.
(7) This grant vests in full and all restrictions lapse three years from the Grant Date, subject to the individual's continuous employment with Magnera Corporation.
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.