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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
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 control number. | SEC 1474 (9-02) |
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 Underlying Securities (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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
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Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Units (1) | $ 0 | 05/20/2008 | J(2) | 93,451 (3) | (4) | (5) | Common Stock | 93,451 (3) | $ 0 | 93,451 (3) | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Fellows Lyle J. 6775 LENOX CENTER COURT, SUITE 400 MEMPHIS, TN 38115 |
Senior VP of Manufacturing |
/s/ Peter H. Kesser, attorney-in-fact | 05/22/2008 | |
**Signature of Reporting Person | Date |
* | 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). |
(1) | The reporting person owns units representing a limited partner interest in Verso Paper Management LP. |
(2) | On May 20, 2008, Verso Paper Corp. completed its initial public offering of common stock. On that date, and in connection with the closing of the offering, the limited partnership agreement of Verso Paper Management LP, which before the offering had been the sole stockholder of Verso Paper Corp., was amended to, among other things, provide that each unit in Verso Paper Management LP may be exchanged, subject to certain restrictions, for one share of common stock of Verso Paper Corp. owned by Verso Paper Management LP. |
(3) | All of the units reported are vested, except for 17,384 units that vest in four equal annual installments beginning on 8/1/2008, subject to certain limitations set forth in the limited partnership agreement of Verso Paper Management LP. |
(4) | As described in the limited partnership agreement of Verso Paper Management LP, and subject to certain exceptions set forth therein, the units in Verso Paper Management LP are exchangeable for common stock of Verso Paper Corp. beginning one day following the date that is the later of (a) one year following the consummation of the initial public offering of Verso Paper Corp. (i.e., May 20, 2009) and (b) the expiration of any "lock-up" agreement applicable to the offering to which the reporting person is bound. |
(5) | The right to exchange units in Verso Paper Management LP for common stock of Verso Paper Corp. has no expiration date. |