Schedule 14A


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NameSchedule 14A
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CERTAIN BENEFICIAL STOCKHOLDERS
        The following table sets forth information regarding each person, with the exception of Roger W. Stone, Muhit Rahman and Matthew Kaplan, whose common stock ownership is described under "Stock Ownership by Directors and Executive Officers," who the Company believes beneficially owned more than 5% of the Company's outstanding Common Stock as of February 28, 2009. There are no arrangements known to the Company that may result in a change in control of the Company upon the occurrence of some future event.

 

 

 

 

 

 

 

 

Name and Address of Beneficial Owner

 

Amount and

Nature of

Beneficial

Ownership of

Common Stock

 

Percentage of

Outstanding

Common Stock

 

Elm Ridge Capital Management, LLC/Ronald Gutfleish(1)

 

 

7,984,096

 

 

28.5

%

Roger Feldman/Harvey Hanerfeld(2)

 

 

3,677,988

 

 

12.7

%

Ned Sherwood/ZS Crossover GP, LLC/ZS Crossover II, L.P.(3)

 

 

2,997,059

 

 

10.7

%

William Harris Investors, Inc.(4)

 

 

2,696,321

 

 

9.1

%

Jonathan M. Glaser/JMG Capital Management, Inc./JMG Capital Management, LLC/Daniel Albert David/Roger Richter/Pacific Assets Management, LLC/Pacific Capital Management, Inc./JMG Capital Partners, L.P./JMG Triton Offshore Fund, Ltd.(5)

 

 

2,578,504

 

 

8.5

%

East Rock Capital, LLC/EREF Special Solutions, LLC/D. Partners Management, LLC/Duncan Shapiro Partners Management, LLC/Adam Shapiro(6)

 

 

2,436,660

 

 

8.2

%

Richard A. Rubin/Hawkeye Capital Management, LLC/Hawkeye Capital Master(7)

 

 

2,301,652

 

 

8.2

%

Reich & Tang Asset Management, LLC(8)

 

 

1,836,400

 

 

6.4

%

Red Oak Partners, LLC/The Red Oak Fund, LP/David Sandberg(9)

 

 

1,621,612

 

 

5.5

%


(1)

Derived from a jointly filed Schedule 13D/A filed on December 12, 2008, by Elm Ridge Capital Management, LLC, Elm Ridge Offshore Master Fund, Ltd., and Ronald Gutfleish. As reported, Elm Ridge and Mr. Gutfleish share voting and dispositive power over the shares of Common Stock. Mr. Gutfleish is the managing member of two limited liability companies which each manage one or more private investment funds that hold the Company's shares of Common Stock. The business address is 3 West Main Street, 3rd Floor, Irving, New York 10533.

(2)

Derived from a jointly filed Schedule 13G/A dated February 13, 2009, and includes beneficial ownership of 965,755 shares of Common Stock underlying warrants. Roger Feldman and Harvey Hanerfeld (the "Reporting Persons") are the sole managing members of West Creek Capital, LLC, a Delaware limited liability company (formerly West Creek Capital, L.P., a Delaware limited partnership) that is the investment adviser to (i) West Creek Partners, L.P., a Delaware limited partnership ("Partners Fund"), (ii) W.C. Select, L.P., a Delaware limited partnership ("Select"), (iii) Cumberland Investment Partners, LLC, a Delaware limited liability company ("Cumberland"), and (iv) certain private accounts (the "Accounts"). Mr. Feldman and Mr. Hanerfeld may be deemed to have the shared power to direct the voting and disposition of the 1,087,000 shares of Common Stock (assuming the exercise of 184,000 warrants into Common Stock) owned by Select, the 448,000 shares of Common Stock (assuming the exercise of 72,000 warrants into Common Stock) owned by Cumberland, and the 91,500 shares of Common Stock held in the Accounts. The principal business office of each of the Reporting Persons is 1919 Pennsylvania Avenue NW, Suite 725, Washington, DC 20006.

(3)

Derived from a filed Schedule 13G/A filed February 12, 2009. Ned Sherwood has sole voting and dispositive power over 1,064,786 shares of Common Stock and shares voting and dispositive power
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Table of Contents
over 1,932,273 shares of Common Stock with ZS Crossover II GP, LLC, and ZS Crossover II, L.P. The principal business office for each of the filing persons is c/o ZS Crossover II GP, LLC, 1133 Avenue of the Americas, New York, NY 10036.(4)

Derived from a Schedule 13G/A dated February 13, 2009, and Form 4 filed August 22, 2008, and includes beneficial ownership of 1,710,234 shares of Common Stock underlying warrants. The Schedule 13G/A states that the securities have been acquired on behalf of discretionary clients of William Harris Investors, Inc. The business address is 191 North Wacker Drive, Suite 1500, Chicago, IL 60606.

(5)

Derived from a jointly filed Schedule 13G/A dated February 17, 2009, by Jonathan M. Glaser, JMG Capital Management, Inc. ("JMG Inc."), JMG Capital Management, LLC ("JMG LLC"), Daniel Albert David, Roger Richter, Pacific Assets Management, LLC ("PAM"), Pacific Capital Management, Inc. ("PCM"), JMG Capital Partners, L.P. (the "Partnership"), and JMG Triton Offshore Fund, Ltd. (the "Fund"), and a Form 4 filed on May 20, 2008. Includes 2,377,364 shares of Common Stock underlying warrants. PAM and JMG LLC are investment advisers to the Fund and the Partnership and have the right to receive and the power to direct the receipt of dividends from, or the proceeds from the sale of, the Common Stock. PAM is the investment adviser to the Fund and PCM is a member of PAM. Mr. Glaser, Mr. David and Mr. Richter are control persons of PCM and PAM. JMG LLC is the investment adviser and general partner of the Partnership and JMG Inc. is a member of JMG LLC. Mr. Glaser is the control person of JMG Inc. and JMG LLC. Each of Mr. Glasser, Mr. David, Mr. Richter, JMG Inc., JMG LLC, PCM and PAM disclaims beneficial ownership of the Common Stock except to the extent of that person's primary interest therein. The principal business office of JMG Inc., JMG LLC, Mr. Glaser and the Partnership is 11601 Wilshire Boulevard, Suite 2180, Los Angeles, CA 90025. The principal business office of PAM, PCM, Mr. David, and Mr. Richter is 100 Drakes Landing, Suite 207, Greenbrae, CA 94904. The principal business office of the Fund is Ogier Fiduciary Services (BVI) Ltd, Nemours Chambers, PO Box 3170, Road Town, Tortola, BVI VG1110.

(6)

Derived from a Schedule 13G filed on March 7, 2008, and includes 1,924,713 shares of Common Stock underlying warrants. Graham Duncan is the managing member and control person of D Partners Management, LLC. Adam Shapiro is the managing member and control person of Shapiro Partners Management, LLC. D Partners Management, LLC, is the managing member and Shapiro Partners Management, LLC, is a member of East Rock Capital, LLC. East Rock Capital, LLC, is the investment manager of East Rock Endowment Fund, L.P. East Rock Endowment Fund, L.P., is the sole member of EREF Special Situations, LLC, a security holder of the Company. Graham Duncan is the managing partner and Shapiro Partners Management, LLC, is a member of East Rock Focus Fund Management, LLC. East Rock Focus Fund Management, LLC, is the investment manager of East Rock Focus Fund, L.P., a security holder of the Company. Each of Graham Duncan, Shapiro Partners Management, LLC, and Adam Shapiro has sole voting and dispositive power over 2,436,660 shares of Common Stock beneficially owned. The principal business office of each of the filing persons is 405 Park Avenue, 6th Floor, New York, NY 10022.

(7)

Derived from a jointly filed Schedule 13G/A dated February 18, 2009, by Richard A. Rubin, Hawkeye Capital Management, LLC, and Hawkeye Capital Master. Hawkeye Capital Master, a pooled investment vehicle organized as a Cayman Islands series trust, owns 2,301,652 shares of Common Stock which may be deemed to be beneficially owned by each reporting person and as to which Richard A. Rubin has sole voting power and dispositive power in his role as manager of Hawkeye Capital Management, LLC, the manager of Hawkeye Capital Master. The principal place of business for Richard A. Rubin and Hawkeye Capital Management, LLC is 800 Third Avenue, 10th Floor, New York, New York, 10022. The principal place of business for Hawkeye Capital Master is P.O. Box 897GT, One Capital Place, Georgetown, Grand Cayman, Cayman Islands.
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Table of Contents(8)

Derived from a Schedule 13G/A filed on February 12, 2009, and includes 513,000 shares of Common Stock underlying warrants. Reich & Tang Asset Management, LLC shares voting power and dispositive power over the shares of Common Stock. The business address of Reich & Tang Asset Management, LLC, is 600 Fifth Avenue, New York, NY 10020.

(9)

Derived from a jointly filed Schedule 13G filed October 14, 2008, by the Red Oak Fund, L.P., Red Oak Partners, LLC, and David Sandberg. Includes 1,621,612 shares of Common Stock underlying warrants. The business address of each reporting person is 145 Fourth Avenue, Suite 15A, New York, NY 10003.

(10)

Derived from a Schedule 13G filed on June 9, 2008, and includes 674,000 shares of Common Stock issuable upon exercise of warrants held by Mr. Rahman, including 30,000 of which are held by Mr. Rahman's minor children. Also includes 10,875 options exercisable within 60 days. The business address of Mr. Rahman is Arcade Partners, LLC, 8550 Willow Run Court, Cincinnati, OH 45243.

Securities Authorized For Issuance Under Equity Compensation Plan
        Information about the Company's equity compensation plan at December 31, 2008 is as follows:

 

 

 

 

 

 

 

 

 

 

 

Plan Category

 

Number of Shares

to be Issued

Upon Exercise of

Outstanding Options,

Warrants and

Restricted Stock Units

 

Weighted Average

Exercise Price of

Outstanding Options

 

Number of Shares

Remaining

Available for

Future Issuance

 

Equity compensation plan approved by stockholders(1)

 

 

1,715,250

 

$

6.88

(3)

 

1,284,750

 

Equity compensation plans not approved by stockholders

 

 



 

$



 

 



 

 

 

 

 

 

 

 

 

Total

 

 

1,715,250

(2)

$

6.88

 

 

1,284,750

 

 

 

 

 

 

 

 

 


(1)

Pursuant to the 2006 Incentive Plan (as defined below).

(2)

Includes 368,903 shares of the Company's Common Stock to be granted upon the vesting of restricted stock units issued under the 2006 Incentive Plan.

(3)

Weighted-average exercise price of outstanding stock options (excludes restricted stock units which were granted at no cost to participants).
        The KapStone Paper and Packaging Corporation 2006 Stock Incentive Plan (the "2006 Incentive Plan") was approved by stockholders on December 29, 2006. A maximum of 3,000,000 shares of the Company's Common Stock are available for issuance under the 2006 Incentive Plan. Awards may be granted to employees, executive officers and directors of, and consultants or advisors to the Company and its subsidiaries. Awards may be in the form of nonqualified or incentive stock options, restricted stock, restricted stock units or stock appreciation rights.
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