Form 8 (OPD) International Paper Company

International Paper Company

11 April 2024

 

FORM 8 (OPD)

PUBLIC OPENING POSITION DISCLOSURE BY A PARTY TO AN OFFER

Rules 8.1 and 8.2 of the Takeover Code (the "Code")

1.         KEY INFORMATION

(a) Full name of discloser:	INTERNATIONAL PAPER COMPANY
(b) Owner or controller of interests and short positions disclosed, if different from 1(a):      The naming of nominee or vehicle companies is insufficient.  For a trust, the trustee(s), settlor and beneficiaries must be named.	N/A
(c) Name of offeror/offeree in relation to whose relevant securities this form relates:      Use a separate form for each offeror/offeree	INTERNATIONAL PAPER COMPANY
(d) Is the discloser the offeror or the offeree?	OFFEROR
(e) Date position held:      The latest practicable date prior to the disclosure	11 April 2024
(f)  In addition to the company in 1(c) above, is the discloser making disclosures in respect of any other party to the offer?      If it is a cash offer or possible cash offer, state "N/A"	NO

2.         POSITIONS OF THE PARTY TO THE OFFER MAKING THE DISCLOSURE

If there are positions or rights to subscribe to disclose in more than one class of relevant securities of the offeror or offeree named in 1(c), copy table 2(a) or (b) (as appropriate) for each additional class of relevant security.

(a)        Interests and short positions in the relevant securities of the offeror or offeree to which the disclosure relates

Class of relevant security:	SHARES OF COMMON STOCK IN INTERNATIONAL PAPER COMPANY
	Interests		Short positions
	Number	%	Number	%
(1) Relevant securities owned and/or controlled:	Nil	Nil	Nil	Nil
(2) Cash-settled derivatives:	Nil	Nil	Nil	Nil
(3) Stock-settled derivatives (including options) and agreements to purchase/sell:	Nil	Nil	Nil	Nil
TOTAL:	Nil	Nil	Nil	Nil

All interests and all short positions should be disclosed.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

(b)        Rights to subscribe for new securities

Class of relevant security in relation to which subscription right exists:	NONE
Details, including nature of the rights concerned and relevant percentages:	NONE

3.         POSITIONS OF PERSONS ACTING IN CONCERT WITH THE PARTY TO THE OFFER MAKING THE DISCLOSURE

Details of any interests, short positions and rights to subscribe (including directors' and other employee options) of any person acting in concert with the party to the offer making the disclosure:

Shares of Common Stock in International Paper Company held by the directors, CEO and CFO of International Paper Company: Name of Beneficial Owner Shares of Common Stock Held Percentage Non-Executive Directors Ahmet C. Dorduncu 34,697 0.01% Ilene S. Gordon 85,405 0.02% Anders Gustafsson 38,774 0.01% Jacqueline C. Hinman 50,386 0.01% Kathryn D. Sullivan 41,788 0.01% Ray G. Young 7,000 0.00% CEO and CFO Mark S. Sutton (CEO) 834,623 0.24% Timothy S. Nicholls (CFO) 171,922 0.04% Total 1,265,195 0.37% Shares of Common Stock in International Paper Company held by directors, CEO and CFO of International Paper Company granted under the International Paper Company Performance Share Plan and Long-Term Incentive Plan: Stock Awards Name Equity Incentive Plan Awards: Number of Unearned Shares, Units or Other Rights That Have Not Vested Vesting Date Exercise Price Grant Date Non-Executive Directors Christopher M. Connor 59,940 (4) Nil 8 May 2023 Ahmet C. Dorduncu 5,039 (3) Nil 8 May 2023 Ilene S. Gordon 10,108 (3) Nil 8 May 2023 Anders Gustafsson 9,876 (3) Nil 8 May 2023 Jacqueline C. Hinman 11,989 (3) Nil 8 May 2023 Clinton A. Lewis Jr. 54,651 (4) Nil 8 May 2023 Kathryn D. Sullivan 9,702 (3) Nil 8 May 2023 Anton V. Vincent 25,113 (4) Nil 8 May 2023 Ray G. Young 86,925 (4) Nil 8 May 2023 CEO and CFO Mark S. Sutton 2022-2024 PSP: 220,544 (1),(2) Nil 1 January 2022 2023-2025 LTIP PSU: 232,000 (1),(2) Nil 1 January 2023 2024-2026 LTIP PSU: 226,209 (1),(2) Nil 1 January 2024 2023 LTIP RSU: 40,628 (1),(2) Nil 1 January 2023 2024 LTIP RSU: 59,173 (1),(2) Nil 1 January 2024 Reinvested dividend equivalents: 48,125 (1),(2) Nil N/A Total: 826,679 Timothy S. Nicholls 2022-2024 PSP: 58,812 (1),(2) Nil 1 January 2022 2023-2025 LTIP PSU: 61,867 (1),(2) Nil 1 January 2023 2024-2026 LTIP PSU: 61,050 (1),(2) Nil 1 January 2024 2023 LTIP RSU: 10,834 (1),(2) Nil 1 January 2023 2024 LTIP RSU: 15,970 (1),(2) Nil 1 January 2024 Reinvested dividend equivalents: 12,845 (1),(2) Nil N/A Total: 221,378 TOTAL 1,321,400

(1)   Restricted stock unit ("RSU") awards vest in equal annual instalments on each 1 February following the first anniversary of the grant date over a 3-year service period, subject to forfeiture and transfer restrictions. Performance share unit ("PSU") awards are earned over a three-year period and fully vest in February following certification of achievement of pre-established performance goals.

(2)   For further detail please refer to International Paper's Annual Report on Form 10-K for the fiscal year ended 31 December 2023.

(3)   Restricted stock shares become free of restrictions and non-forfeitable on the earliest of: (1) the anniversary of the grant date, (ii) death, (iii) disability, (iv) retirement or (v) resignation with the consent of the Board of Directors.

(4)   Restricted stock units (units) settle in cash on 1 January following the year in which the reporting person terminates service as a director.

Details of any open stock-settled derivative positions (including traded options), or agreements to purchase or sell relevant securities, should be given on a Supplemental Form 8 (Open Positions).

Details of any securities borrowing and lending positions or financial collateral arrangements should be disclosed on a Supplemental Form 8 (SBL).

4.         OTHER INFORMATION

(a)        Indemnity and other dealing arrangements

Details of any indemnity or option arrangement, or any agreement or understanding, formal or informal, relating to relevant securities which may be an inducement to deal or refrain from dealing entered into by the party to the offer making the disclosure or any person acting in concert with it: Irrevocable commitments and letters of intent should not be included. If there are no such agreements, arrangements or understandings, state "none"

NONE.

(b)        Agreements, arrangements or understandings relating to options or derivatives

Details of any agreement, arrangement or understanding, formal or informal, between the party to the offer making the disclosure, or any person acting in concert with it, and any other person relating to: (i)  the voting rights of any relevant securities under any option; or (ii) the voting rights or future acquisition or disposal of any relevant securities to which any derivative is referenced: If there are no such agreements, arrangements or understandings, state "none"

NONE.

(c)        Attachments

Are any Supplemental Forms attached?

Supplemental Form 8 (Open Positions)	NO
Supplemental Form 8 (SBL)	NO

Date of disclosure:	11 April 2024
Contact name:	Joseph R. Saab, Senior Vice President, General Counsel and Corporate Secretary
Telephone number:	[phone]

Public disclosures under Rule 8 of the Code must be made to a Regulatory Information Service.

The Panel's Market Surveillance Unit is available for consultation in relation to the Code's disclosure requirements on [phone].

The Code can be viewed on the Panel's website at www.thetakeoverpanel.org.uk.

 

END