SEC FORM 4

SEC FORM 4 SEC Form 4

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).

1. Name and Address of Reporting Person^*

Cullen Brian D

(Last)

(First)

(Middle)

8540 GANDER CREEK DRIVE

(Street)

MIAMISBURG

45342

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Verso Corp [ VRS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
SVP and CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/12/2022

4. If Amendment, Date of 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

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	02/12/2022		A		9,346⁽¹⁾⁽²⁾⁽³⁾	A	$0.00	38,507.04⁽⁴⁾	D

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 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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Consists of 9,346 stock units. Each stock unit represents the right, subject to vesting, to receive one share of common stock. The stock units will vest as follows: (i) 33% on January 1, 2023; (ii) 33% on January 1, 2024; and (iii) 34% on January 1, 2025. The reported stock units do not include 9,346 stock units that will vest if certain performance objectives established by the issuer have been met as measured over the three-year period from January 1, 2022 to December 31, 2024. Pursuant to that certain Agreement and Plan of Merger, dated as of December 19, 2021, by and among the Verso Corporation, BillerudKorsn?s Inc., West Acquisition Merger Sub Inc. and, solely for purposes of certain sections thereof, BillerudKorsn?s AB (the "Merger Agreement"),

2. (Continued from Footnote 1) at the effective time of the transactions described in the Merger Agreement, the grant of 9,346 reported stock units and the grant of 9,346 stock units that are subject to performance-based vesting will, in each case, be converted into a cash-based award with a dollar value equal to one-third of the product of (a) $27.00, multiplied by (b) the number of shares of common stock that would have been issuable under the stock units in respect of which the cash-based award is issued (and, in the case of stock units that are subject to performance-based vesting, with performance criteria deemed achieved at the target level of performance), and including, for the avoidance of doubt, any dividend equivalents credited in respect of such stock units (the "Converted Cash-Based Award"),

3. (Continued from Footnote 2) with such Converted Cash-Based Award vesting in full on December 31, 2022, subject to the holder's continued employment on such date. However, in the event that the holder's employment is terminated without "cause," due to the holder's death or "disability" or due to the holder's resignation for "good reason," in each case, prior to December 31, 2022, the Converted Cash-Based Award will continue to be payable on such date notwithstanding such earlier termination.

4. Consists of: (i) the 9,346 stock units described in footnote (1); (ii) 17,497.44 stock units vesting on June 16, 2022; and (iii) 11,663.60 stock units vesting on June 16, 2023.

Remarks:

	/s/ Brian J. Russell, as Attorney-in-Fact	02/15/2022
	** 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).
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SEC Form 4: Cullen Brian D was granted 9,346 shares, increasing direct ownership by 32% to 38,507 units