Filing Details

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D

Under the Securities Exchange Act of 1934*

(Amendment No. 8)*

Verso Corporation

(Name of Issuer)

Class A Common Stock, par value $0.01 per share

(Title of Class of Securities)

92531L207

(CUSIP Number of Class of Securities)

Michael O’Donnell, Esq.

Atlas FRM LLC

100 Northfield Street

Greenwich, Connecticut 06830

Telephone: (203) 622-9138

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

Copies to:

Steven A. Seidman, Esq.

Mark A. Cognetti, Esq.

Willkie Farr & Gallagher LLP

787 Seventh Avenue

New York, NY 10019-6099

(212) 728-8000

December 15, 2020

(Date of Event which Requires Filing of this Schedule)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box: ☐

NOTE: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 240.13d-7 for other parties to whom copies are to be sent.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

Item 2(a)(v) of the Schedule 13D is hereby amended and restated as follows:

“(v) Lapetus Capital III LLC, a Delaware limited liability company (“Lapetus III”). Lapetus III is the direct beneficial owner of 2,529,678 shares of Common Stock of the Issuer;”

Item 3 of the Schedule 13D is hereby amended and restated as follows:

“The 2,679,246 shares of Common Stock beneficially owned in the aggregate by the Reporting Persons were acquired in open market transactions. The Reporting Persons expended an aggregate of approximately $38.7 million to acquire the 2,679,246 shares of Common Stock reported as beneficially owned by them in this Schedule 13D, which purchases were made in part with working capital from capital contributions and/or funds from lines of credit in the ordinary course of business of certain of the Reporting Persons. No part of the purchase price is or will be represented by funds or other consideration borrowed or otherwise obtained for the purpose of acquiring, holding, trading or voting the securities.”

Item 4 of the Schedule 13D is hereby amended and supplemented to include the following:

On December 15, 2020, Lapetus III entered into a stock purchase plan (the “Plan”) with Cowen and Company, LLC for the purpose of establishing a trading plan to effect purchases of shares of Common Stock of the Issuer in compliance with applicable laws, including without limitation, Section 10(b) of the Exchange Act, and the rules and regulations promulgated thereunder, including, but not limited to, Rule 10b5-1. The number of shares and price per share of the Common Stock that may be purchased pursuant to the Plan will be determined in accordance with the trading parameters adopted by Lapetus III and the Plan does not permit Lapetus III or the Reporting Persons to exercise subsequent influence over how, when or whether to affect any transaction under the Plan.   There can be no assurance as to how many shares of Common Stock, if any, will be purchased pursuant to the Plan or at what price any such shares of Common Stock will be purchased. Generally, the Plan will expire on May 15, 2021 or the earlier termination by Lapetus III.

Items 5 (a) and (b) of the Schedule 13D are hereby amended and restated as follows:

“In the aggregate, the Reporting Persons beneficially own, as of the date hereof, 2,679,246 shares of Common Stock, representing 7.94% of the outstanding shares. This amount includes 100 shares of Common Stock held in record name by Lapetus II.

(i) Lapetus II has shared voting and dispositive power over 149,568 shares of Common Stock, including 100 shares of Common Stock held in record by Lapetus II, representing 0.44% of the outstanding shares;

(ii) ACR II has shared voting and dispositive power of 149,568 shares, in the aggregate, of Common Stock beneficially owned and held directly by Lapetus II, representing 0.44% of the outstanding shares;

(iii) AC GP II, by virtue of its status as the general partner of ACR II and certain other funds, has shared voting and dispositive power of 149,568 shares of Common Stock, representing 0.44% of the outstanding shares;

Each of the Reporting Persons expressly disclaims beneficial ownership with respect to any shares of Common Stock of the Issuer other than the Common Stock of the Issuer owned directly by such Reporting Person.

Item 5(c) of the Schedule 13D is hereby supplemented with the following:

“Set forth on Schedule I hereto is a description of transactions with respect to the Common Stock effected by the Reporting Persons since April 13, 2020 through November 17, 2020. All such transactions were effected in the open market, and per share prices do not include any commissions paid in connection with such transactions. Except as set forth on Schedule I, none of the persons named in response to paragraph (a) has effected any transaction in the Common Stock since November 17, 2020.”