Sealed Air (NYSE: SEE) CAO has all reported shares cancelled in $42.15 merger
Filing Impact
Filing Sentiment
Form Type
4
Rhea-AI Filing Summary
SEALED AIR CORP/DE chief accounting officer Veronika Johnson disposed of all reported Sealed Air common shares in connection with the closing of a merger. At the merger’s effective time, each outstanding common share was cancelled and converted into the right to receive $42.15 in cash.
The filing shows 28,087 directly held shares, 4,198 shares held in the Sealed Air Corporation 401(k) and Profit-Sharing Plan, and 15,367 shares held by her husband. The reporting person disclaims beneficial ownership of the indirectly held shares except to the extent of any pecuniary interest. Following these issuer redemptions, no common shares are reported as held.
The filing also notes that each outstanding restricted stock unit was cancelled and replaced with a cash-based award equal to the number of underlying shares multiplied by the $42.15 merger consideration, plus any accrued and unpaid dividend equivalents, subject to the original vesting and termination provisions.
Positive
- None.
Negative
- None.
Insider Trade Summary
3 transactions reported
Mixed
3 txns
Insider
Johnson Veronika
Role
CAO and Controller
| Type | Security | Shares | Price | Value |
|---|---|---|---|---|
| Disposition | Common Stock | 28,087 | $0.00 | -- |
| Disposition | Common Stock | 4,198 | $0.00 | -- |
| Disposition | Common Stock | 15,367 | $0.00 | -- |
Holdings After Transaction:
Common Stock — 0 shares (Direct);
Common Stock — 0 shares (Indirect, 401k & Profit Sharing Plan)
Footnotes (1)
- In connection with the terms of an Agreement and Plan of Merger, dated November 16, 2025 (the "Merger Agreement"), by and among the Issuer, Sword Purchaser, LLC ("Sword") and Sword Merger Sub, Inc., a wholly owned subsidiary of Sword ("Merger Sub"), Merger Sub merged with and into the Issuer, with the Issuer surviving (the "Surviving Corporation") as a wholly owned subsidiary of Sword (the "Effective Time"). At the Effective Time, each outstanding share of Common Stock was cancelled and extinguished and automatically converted into the right to receive $42.15 (the "Merger Consideration"), without interest, except as set forth in the Merger Agreement. At the Effective Time, each restricted stock unit ("RSU") outstanding immediately prior to the Effective Time was automatically cancelled and terminated and converted into a contingent right to receive from the Surviving Corporation an amount in cash (without interest) equal to (i) the product of (A) the aggregate number of shares of Common Stock underlying such RSU and (B) the Merger Consideration, plus (ii) any accrued and unpaid dividends or dividend equivalent rights owed with respect to such RSU, with such cash-based award subject to the terms and conditions applicable to the corresponding RSU (including time-based vesting conditions and terms related to the treatment upon termination of employment). Total number of shares of Common Stock held in the name of the reporting person under the Sealed Air Corporation 401(k) and Profit-Sharing Plan as of the Effective Time. Reporting person disclaims beneficial ownership of such shares except to the extent of any pecuniary interest.
Key Figures
Direct common shares disposed: 28,087 shares
401(k) plan shares disposed: 4,198 shares
Husband-held shares disposed: 15,367 shares
+1 more
4 metrics
Direct common shares disposed
28,087 shares
Common Stock cancelled at merger effective time
401(k) plan shares disposed
4,198 shares
Sealed Air Corporation 401(k) and Profit-Sharing Plan at effective time
Husband-held shares disposed
15,367 shares
Indirectly held by husband and reported with disclaimer
Merger consideration per share
$42.15
Cash amount for each outstanding common share at effective time
Key Terms
Agreement and Plan of Merger, Merger Consideration, restricted stock unit ("RSU"), 401(k) and Profit-Sharing Plan, +1 more
5 terms
Agreement and Plan of Merger regulatory
"In connection with the terms of an Agreement and Plan of Merger, dated November 16, 2025"
An Agreement and Plan of Merger is a formal document where two companies agree to combine into one, outlining how the process will happen. It’s like a step-by-step plan for merging, and it matters because it shows both sides have agreed on the details before the official transition takes place.
Merger Consideration financial
"converted into the right to receive $42.15 (the "Merger Consideration"), without interest"
Merger consideration is the total payment a company or buyer offers to shareholders of a target company in exchange for combining the two businesses, and can include cash, shares in the surviving company, debt assumption, or a mix of these. Investors care because the form and amount affect the deal’s value, tax consequences, immediate cash received versus future ownership, and the risk and upside of holding new shares — similar to choosing between cash now or stock that could grow later.
restricted stock unit ("RSU") financial
"each restricted stock unit ("RSU") outstanding immediately prior to the Effective Time was automatically cancelled"
401(k) and Profit-Sharing Plan financial
"shares of Common Stock held in the name of the reporting person under the Sealed Air Corporation 401(k) and Profit-Sharing Plan"
pecuniary interest financial
"Reporting person disclaims beneficial ownership of such shares except to the extent of any pecuniary interest"
FAQ
What did SEALED AIR CORP/DE (SEE) insider Veronika Johnson report in this Form 4?
Veronika Johnson reported the disposition of all reported Sealed Air common shares due to a completed merger. Each share was cancelled and converted into a cash right at $42.15 per share, leaving her with no reported common stock holdings after the transaction.
How were Veronika Johnson’s Sealed Air (SEE) restricted stock units treated in the merger?
Each restricted stock unit was cancelled and converted into a contingent cash right. The amount equals the number of underlying shares multiplied by the $42.15 merger consideration, plus accrued and unpaid dividend equivalents, while keeping the original vesting schedule and termination-related terms in place.
Does Veronika Johnson still own Sealed Air (SEE) common stock after this transaction?
No common stock holdings are reported after the merger-related dispositions. All directly and indirectly reported shares were cancelled at the effective time and converted into cash rights, leaving total shares following each transaction listed as zero in the Form 4 data.