Filing Details
- Accession Number:
- 0000950103-25-004252
- Form Type:
- 13D Filing
- Publication Date:
- 2025-03-31 20:00:00
- Filed By:
- Packaging Finance Limited
- Company:
- Pactiv Evergreen Inc. (NASDAQ:PTVE)
- Filing Date:
- 2025-04-01
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Packaging Finance Limited | 0 | 0 | 0 | 0 | 0 | 0% |
Filing
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2)
|
Pactiv Evergreen Inc. (Name of Issuer) |
Common Stock, $0.001 par value per share (Title of Class of Securities) |
69526K105 (CUSIP Number) |
Helen Golding c/o Packaging Finance Limited, Floor 9, 148 Quay Street Auckland, Q2, 1010 649 358-5000 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
04/01/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that 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.
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 (“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).
SCHEDULE 13D
|
| CUSIP No. | 69526K105 |
| 1 |
Name of reporting person
Packaging Finance Limited | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
NEW ZEALAND
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
0.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
CO |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, $0.001 par value per share | |
| (b) | Name of Issuer:
Pactiv Evergreen Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
1900 W. FIELD COURT, LAKE FOREST,
ILLINOIS
, 60045. | |
Item 1 Comment:
This Amendment No. 2 (this "Amendment") amends and supplements the initial statement on Schedule 13D originally filed by the Reporting Person with the Securities and Exchange Commission on June 28, 2022 relating to the common stock, par value $0.001 per share, of Pactiv Evergreen Inc., a Delaware corporation (the "Original Schedule 13D", as amended on December 9, 2024 ("Amendment No. 1") and, as further amended and supplemented by this Amendment, the "Schedule 13D"). Except as set forth herein, the Schedule 13D is unmodified and remains in full force and effect. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Original Schedule 13D or Amendment No. 1, as applicable. | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Original Schedule 13D (as amended by Amendment No. 1) is hereby amended and supplemented to include the following:
On April 1, 2025, pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Buyer. As a result of the Merger, each issued and outstanding share of common stock held by the Reporting Person was automatically canceled and retired and converted into the right to receive $18.00 per share in cash, without interest. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | As a result of the Merger, the Reporting Person does not beneficially own any shares of common stock of Issuer. | |
| (b) | As a result of the Merger, the Reporting Person does not beneficially own any shares of common stock of Issuer. | |
| (c) | The Reporting Person has not effected any transactions in the Issuer's common stock during the past 60 days, except as disclosed herein. | |
| (d) | No one other than the Reporting Person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, any of the securities of the Issuer beneficially owned by the Reporting Person. | |
| (e) | On April 1, 2025, the Reporting Person ceased to be the beneficial owners of more than five percent of the Common Stock. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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