Officer Galvez Jean-Marc was granted 1,050,573 units of Ordinary Shares (SEC Form 4)
$AMCR
Miscellaneous manufacturing industries
Consumer Discretionary
| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| 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 for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Amcor plc [ AMCR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 04/30/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Ordinary Shares | 04/30/2025 | A(1) | 1,050,573 | A | (2) | 1,050,573 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 Securities Underlying Derivative Security (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: 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 | (7) | 04/30/2025 | A(1) | 131,435(3) | (3) | (3) | Common Stock | 131,435 | (3) | 131,435 | D | ||||
| Restricted Stock Units | (7) | 04/30/2025 | A(1) | 406,362(4) | (4) | (4) | Common Stock | 406,362 | (4) | 406,362 | D | ||||
| Options | $7.24 | 04/30/2025 | A(1) | 60,486 | (5) | (5) | Common Stock | 60,486 | (5) | 60,486 | D | ||||
| Options | $8.18 | 04/30/2025 | A(1) | 96,978 | (6) | (6) | Common Stock | 96,978 | (6) | 96,978 | D | ||||
| Explanation of Responses: |
| 1. Upon closing of the merger of Berry Global Group Inc. ("Berry") with the Issuer ("Amcor"), the Reporting Person received Ordinary Shares, Amcor Restricted Stock Units ("RSUs") and Options to acquire Ordinary Shares ("Amcor Options") in exchange for the Reporting Person's Berry Common Stock, Berry RSUs, Berry PSUs and Options to acquire Berry Common Stock ("Berry Options"). |
| 2. Represents Ordinary Shares received in exchange for 426,434 vested Berry Options and 24,869 Berry Options scheduled to vest within twelve months of the merger. |
| 3. Represents 131,435 Amcor RSUs received in exchange for 18,129 unvested Berry RSUs, which Amcor RSUs will vest in three equal installments of 43,811 on each of November 22, 2025, 2026, and 2027, subject to the Reporting Person's service with Amcor through such dates. |
| 4. Represents 406,362 Amcor RSUs received in exchange for 56,050 unvested Berry PSUs, which Amcor RSUs will vest 215,586 on October 6, 2025 and 190,776 on October 6, 2026, subject to the Reporting Person's service with Amcor through such dates. |
| 5. Represents 60,486 Amcor Options received in exchange for 8,343 unvested Berry Options, which Amcor Options will vest 60,486 on November 25, 2025, subject to the Reporting Person's service with Amcor through such date(s). |
| 6. Represents 96,678 Amcor Options received in exchange for 13,335 unvested Berry Options, which Amcor Options will vest in two equal installments of 48,339 on each of November 20, 2026 and 2027, subject to the Reporting Person's service with Amcor through such date(s). |
| 7. Each RSU represents a contingent right to receive one ordinary share of Amcor upon vesting of the RSUs. |
| Remarks: |
| Division President, Global Containers and Closures |
| /s/ Damien Clayton, as attorney-in-fact for Jean Marc Galvez | 05/02/2025 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * 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). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| 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 Number. | ||