Page 7 of 11 – SEC Filing
Item 1. Security and Issuer.
This statement on Schedule 13D/A (this Statement) relates to the Common Stock, par value $.0001 per share (the Common Stock), of KapStone Paper and Packaging Corporation, a Delaware corporation (the Issuer or the Company), the principal executive offices of which are located at 1101 Skokie Boulevard, Suite 300, Northbrook, IL 60062. This Statement amends the Schedule 13D filed by the Reported Persons (as defined below) on June 9, 2008, as amended by the Schedule 13D/A filed on August 20, 2009.
Item 2. Identity and Background.
(a)-(c) This statement is being filed on behalf of (i) Matthew Kaplan, (ii) the Allison Kaplan Trust E/U Matthew S. Kaplan 2008 GRAT UAD 02/27/10; (iii) the Douglas Kaplan Trust E/U Matthew S. Kaplan 2008 GRAT UAD 02/27/10; (iv) the Allison K. Bosco Exempt Descendants Trust U/A 12/07/12; and (v) the Douglas Kaplan Exempt Descendants Trust U/A 12/07/12 (items (ii) (v) collectively referred to herein as the Trusts). Mr. Kaplan and the Trusts are herein together sometimes called the Reporting Persons. The Reporting Persons may be deemed to be members of a group within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended. The filing of this Statement, however, should not be deemed an admission that the Reporting Persons comprise a group for purposes of Section 13(d)(3) or for any other purpose.
Mr. Kaplan is the President, Chief Executive Officer and a director of the Company, and his principal business address is c/o KapStone Paper and Packaging Corporation, 1101 Skokie Boulevard, Suite 300, Northbrook, Illinois 60062. Mr. Kaplans wife is the trustee of the Trusts.
The Trusts are trusts. The principal address of each of the Trusts is c/o KapStone Paper and Packaging Corporation, 1101 Skokie Boulevard, Suite 300, Northbrook, Illinois 60062.
(d) and (e) During the last five years, none of the Reporting Persons have been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors), or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or funding any violation with respect to such laws.
(f) Mr. Kaplan is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration.
Not applicable.
Item 4. Purpose of Transaction
Based on the amount of the Companys shares of Common Stock outstanding as of March 20, 2017, Mr. Kaplan now owns 4.02% of the Companys outstanding Common Stock, which reflects more than a 1% change in Mr. Kaplans percentage of the class beneficially owned since the filing of Amendment No. 1 to this Schedule 13D. This Amendment No. 2 is being filed to report the Reporting Persons beneficial ownership as of the date hereof. Mr. Kaplan is no longer the beneficial owner of more than five percent of the Companys outstanding common stock.
Mr. Kaplan and the Trusts may purchase shares of Common Stock or similar securities from time to time, either in brokerage transactions, in the over-the-counter market, in privately-negotiated transactions, or upon exercise of stock options, warrants or similar securities. Mr. Kaplan holds stock options to acquire additional shares of Common Stock granted to him as compensation for his service to the Company. Mr. Kaplan may, from time to time, exercise such options or be granted additional stock options or other equity awards by the Company in connection with such service. Any decision to increase his holdings of Common Stock will depend on various factors, including, but not limited to, the price of the shares of Common Stock, the terms and conditions of the
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