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
OMB APPROVAL
OMB Number: 3235-0287
Estimated average burden
hours per response: 0.5
  
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*
ASALI OMAR

(Last) (First) (Middle)
7990 AUBURN ROAD

(Street)
CONCORD TOWNSHIP OH 44077

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Ranpak Holdings Corp. [ PACK ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO and Executive Chairman
3. Date of Earliest Transaction (Month/Day/Year)
09/02/2020
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)
Code V Amount (A) or (D) Price
Class A common stock 09/02/2020 A 33,096 A (1) 1,309,923 D
Class A common stock 09/02/2020 A 44,273 A (2) 1,433,679 I By Vivoli Holdings(3)
Class A common stock 2,577,480(4) I By One Madison Group, LLC(4)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Warrant to Purchase Common Stock $11.5 09/02/2020 D 150,441(5) 07/03/2019 06/03/2024 Class A Common Stock 150,441 (5) 0 D
Warrant to Purchase Common Stock $11.5 09/02/2020 D 201,243(6) 07/03/2019 06/03/2024 Class A Common Stock 201,243 (6) 0 I By Vivoli Holdings(3)
Explanation of Responses:
1. Mr. Asali acquired 33,096 shares of Class A common stock in exchange for 150,441 warrants to acquire shares of Class A common stock in an issuer exchange offer.
2. Vivoli Holdings acquired 44,273 shares of Class A common stock in exchange for 201,243 warrants to acquire shares of Class A common stock in an issuer exchange offer.
3. Vivoli Holdings holds 1,433,679 shares of Class A common stock. Mr. Asali controls Vivoli Holdings. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
4. One Madison Group, LLC holds 2,577,480 shares of Class A common stock. Mr. Asali is the sole managing member of One Madison Group, LLC and has sole voting and investment power with respect to the shares held by One Madison Group, LLC. The reporting person disclaims beneficial ownership of the reported securities except to the extent of his pecuniary interest therein.
5. Mr. Asali disposed of 150,441 warrants to acquire shares of Class A common stock in exchange for 33,096 shares of Class A common stock in an issuer exchange offer.
6. Vivoli Holdings disposed of 201,243 warrants to acquire shares of Class A common stock in exchange for 44,273 shares of Class A common stock in an issuer exchange offer.
/s/ Michele Smolin, attorney-in-fact 09/04/2020
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.