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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| 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) | ||
| 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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Employee Stock Option (right-to-buy) | $ 17.975 (3) | 08/27/2014 | M | 3,100 | 05/10/2007 | 05/10/2017 | Class A Common Stock | 3,100 | $ 0 | 3,100 | D | ||||
| Employee Stock Option (right-to-buy) | $ 14.55 (4) | 08/27/2014 | M | 3,334 | 03/19/2008 | 03/19/2018 | Class A Common Stock | 3,334 | $ 0 | 3,334 | D | ||||
| Employee Stock Option (right-to-buy) | $ 13.215 (5) | 08/27/2014 | M | 4,000 | 03/18/2009 | 03/18/2019 | Class A Common Stock | 4,000 | $ 0 | 4,000 | D | ||||
| Employee Stock Option (right-to-buy) | $ 21.345 (6) | 08/27/2014 | M | 3,200 | 01/29/2010 | 01/29/2020 | Class A Common Stock | 3,200 | $ 0 | 3,200 | D | ||||
| Employee Stock Option (right-to-buy) | $ 34.325 (7) | 08/27/2014 | M | 2,800 | 02/28/2011 | 02/28/2021 | Class A Common Stock | 2,800 | $ 0 | 2,800 | D | ||||
| Employee Stock Option (right-to-buy) | $ 31.695 (8) | 08/27/2014 | M | 4,250 | 02/01/2012 | 02/01/2022 | Class A Common Stock | 4,250 | $ 0 | 4,250 | D | ||||
| Employee Stock Option (right-to-buy) | $ 39.9 (9) | 08/27/2014 | M | 4,300 | 01/25/2013 | 01/25/2023 | Class A Common Stock | 4,300 | $ 0 | 4,300 | D | ||||
| Employee Stock Option (right-to-buy) | $ 50.74 (10) | 08/27/2014 | M | 3,400 | 01/31/2014 | 01/31/2024 | Class A Common Stock | 3,400 | $ 0 | 3,400 | D | ||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| Graham-Johnson Jennifer 504 THRASHER STREET NORCROSS, GA 30071 |
EVP - Human Resources | |||
| Robert B. McIntosh (Attorney-in-fact pursuant to power of attorney previously filed with the SEC) | 08/27/2014 | |
| **Signature of Reporting Person | Date |
| * | 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) | On August 27, 2014 the common stock of Rock-Tenn Company split 2-for-1, resulting in the reporting person's direct ownership of 4,461 additional shares of stock. This amount includes 60 shares purchased under the Employee Stock Purchase Plan from February 2014 to July 2014. |
| (2) | Stock split 2-for-1 resulted in the reporting person's indirect ownership of 5,361 additional shares of stock. |
| (3) | This option was previously reported as covering 3,600 shares at an exercise price of $35.95 per share, but was adjusted to reflect the stock split that occurred on August 27, 2014. |
| (4) | This option was previously reported as covering 5,000 shares at an exercise price of $29.10 per share. |
| (5) | This option was previously reported as covering 3,000 shares at an exercise price of $26.43 per share. |
| (6) | This option was previously reported as covering 1,600 shares at an exercise price of $42.69 per share. |
| (7) | This option was previously reported as covering 1,400 shares at an exercise price of $68.65 per share. |
| (8) | This option was previously reported as covering 2,125 shares at an exercise price of $63.39 per share. |
| (9) | This option was previously reported as covering 2,150 shares at an exercise price of $79.80 per share. |
| (10) | This option was previously reported as covering 1,700 shares at an exercise price of $101.48 per share. |