Magnera Corporation

11/18/2024 | Press release | Distributed by Public on 11/18/2024 20:16

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 *
Fahnemann Thomas
2. Issuer Name and Ticker or Trading Symbol
Magnera Corp [MAGN] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
9335 HARRIS CORNERS PKWY, SUITE 300 		3. Date of Earliest Transaction (Month/Day/Year)
11/14/2024
(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 11/14/2024 M 9,230(1) A $17.2 21,412 D
Common Stock, Par Value $.01 11/14/2024 F 2,371(2) D $17.2 19,041 D
Common Stock, Par Value $.01 11/14/2024 M 12,308(1) A $17.2 31,349 D
Common Stock, Par Value $.01 11/14/2024 F 3,162(2) D $17.2 28,187 D
Common Stock, Par Value $.01 11/14/2024 M 27,210(1) A $17.2 55,397 D
Common Stock, Par Value $.01 11/14/2024 F 10,802(2) D $17.2 44,595 D
Common Stock, Par Value $.01 11/14/2024 A 27,692(3) A $17.2 72,287 D
Common Stock, Par Value $.01 11/14/2024 F 11,267(2) D $17.2 61,020 D
Common Stock, Par Value $.01 11/14/2024 A 26,094(3) A $17.2 87,114 D
Common Stock, Par Value $.01 11/14/2024 F 10,617(2) D $17.2 76,497 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
Restricted Stock Units $ 0 (4) 11/14/2024 M 9,230(5) 08/24/2024(6) 08/24/2025 Common Stock, Par Value $.01 9,230 $ 0 0 D
Restricted Stock Units $ 0 (4) 11/14/2024 M 12,308(5) 02/24/2024(7) 02/24/2026 Common Stock, Par Value $.01 12,308 $ 0 0 D
Restricted Stock Units $ 0 (4) 11/14/2024 M 27,210(5) 12/31/2024(8) 02/28/2027 Common Stock, Par Value $.01 27,210 $ 0 0 D

Reporting Owners

Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Fahnemann Thomas
9335 HARRIS CORNERS PKWY
SUITE 300
CHARLOTTE, NC 28269 		X

Signatures

/s/ Laura A. Jones, attorney-in-fact for Thomas Fahnemann 11/18/2024
**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 shares acquired by the reporting person upon the vesting of outstanding restricted stock units upon his separation of service from the Issuer in connection with the closing of 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").
(2) Represents shares being withheld to satisfy tax obligations.
(3) Represents shares acquired by the reporting person upon the vesting of outstanding performance stock awards ("PSAs") in connection with the Transactions noted above. Outstanding 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) Not applicable to this transaction. RSUs have no value until all restrictions lapse on the final vesting date.
(5) The number of securities underlying awards beneficially owned by the reporting person have been adjusted to reflect a 1-for-13 reverse stock split effective on November 4, 2024.
(6) Represents the CEO sign-on RSU grant that vested in two equal annual installments beginning on August 24, 2024.
(7) Represents the 2023 RSU LTIP grant, which vests one-third 2/24/2024, one-third 2/24/2025 and one-third 2/24/2026.
(8) Represents the 2024 RSU LTIP grant, which vests one-third 12/31/2024, one-third 2/28/2026 and one-third 2/28/2027.
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.