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Filing Details

Accession Number:: 0000899243-17-008392
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2017-03-22 16:47:20
Reporting Period:: 2017-03-22

Filing Date:: 2017-03-22
Accepted Time:: 2017-03-22 16:47:20
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
1599489	Veritiv Corp	VRTV	()	DE

Insiders

Cik	Name	Reported Address	Director	Officer	Large Shareholder	Other
1040508	Bain Capital Investors Llc	200 Clarendon Street Boston MA 02116	No	No	Yes	No
1120199	Bain Capital Fund Vii Lp	200 Clarendon Street Boston MA 02116	No	No	Yes	No
1128995	Bain Capital Vii Coinvestment Fund Lp	200 Clarendon Street Boston MA 02116	No	No	Yes	No
1218984	Bain Capital Fund Vii Llc	200 Clarendon Street Boston MA 02116	No	No	Yes	No
1269970	Bain Capital Vii Coinvestment Fund Llc	200 Clarendon Street Boston MA 02116	No	No	Yes	No
1270452	Bain Capital Partners Vii Lp	200 Clarendon Street Boston MA 02116	No	No	Yes	No
1379475	Bcip Associates Iii, Llc	200 Clarendon Street Boston MA 02116	No	No	Yes	No
1379476	Iii Associates Bcip	200 Clarendon Street Boston MA 02116	No	No	Yes	No
1379517	Bcip Associates Iii-B, Llc	200 Clarendon Street Boston MA 02116	No	No	Yes	No
1599260	Uww Holdings, Llc	200 Clarendon Street Boston MA 02116	No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock, Par Value $0.01 Per Share	Disposition	2017-03-22	1,800,000	$54.14	4,283,840	No	4	S	Indirect	See footnotes

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	S	Indirect	See footnotes

Footnotes

Represents shares of common stock of Veritiv Corporation (the "Issuer") sold by UWW Holdings, LLC ("UWWH") pursuant to the offering of common stock of the Issuer on Form S-3 as contemplated by that certain underwriting agreement, dated March 16, 2017, among the Issuer, UWWH and Morgan Stanley & Co. LLC. The selling price of such shares was $54.14 per share, which represents the price to public less the underwriting discount and commission.
Voting and dispositive power with respect to such shares of common stock is exercised through a three-member board of managers of UWWH acting by majority vote. Bain Capital Fund VII, L.P. ("Fund VII") and Bain Capital VII Coinvestment Fund, L.P. ("Coinvestment VII") have the right to appoint two of the three members of the board of managers of UWWH. In addition, Bain Capital Fund VII, LLC ("Fund VII LLC"), Bain Capital VII Coinvestment Fund, LLC ("Coinvest VII LLC"), BCIP T Associates III, LLC ("BCIP T III LLC"), BCIP T Associates III-B, LLC ("BCIP T III-B LLC"), BCIP Associates III, LLC ("BCIP III LLC"), BCIP Associates III-B, LLC ("BCIP III-B LLC") and J5M4T3B2P2CEYA, LLC ("J5") collectively hold common equity interests of the Issuer (the "Bain Capital Funds").
Bain Capital Investors, LLC ("BCI") is the general partner of Bain Capital Partners VII, L.P. ("BCP VII"), which is the general partner of Coinvestment VII and Fund VII, which is the managing member of J5. Boylston Coinvestors, LLC is the managing partner of BCIP Associates III, BCIP Trust Associates III, BCIP Associates III-B and BCIP Trust Associates III-B, which is the manager of BCIP III LLC, BCIP T III LLC, BCIP III-B LLC and BCIP T III-B LLC, respectively. (Continued in footnote 4)
(Continued from footnote 3) The investment strategy and decision-making process with respect to investments held by the Bain Capital Funds is directed by BCI's Global Private Equity Board. As a result of these relationships and the relationship described above, the Bain Capital Funds, BCI, BCP VII, BCIP Associates III, BCIP Trust Associates III, BCIP Associates III-B and BCIP Trust Associates III-B may be deemed to share voting and dispositive power with respect to the shares of the Issuer's common stock held by UWWH. Each of the Bain Capital Funds, BCI, BCP VII, BCIP Associates III, BCIP Trust Associates III, BCIP Associates III-B and BCIP Trust Associates III-B disclaims beneficial ownership of such shares except to the extent of its respective pecuniary interest therein.