Chief Supply Chain Officer Downard Andrew converted options into 9,564 shares, returned $8,184 worth of shares to the company (1,200 units at $6.82) and covered exercise/tax liability with 7,879 shares, increasing direct ownership by 2% to 21,181 units (SEC Form 4)
$MATV
Paper
Basic Materials
| 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 |
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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | ||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Mativ Holdings, Inc. [ MATV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/01/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Common Stock | 07/01/2025 | M | 1,200 | A | $0.00(1) | 21,896(2) | D | |||
| Common Stock | 07/01/2025 | D | 1,200 | D | $6.82(1)(3) | 20,696 | D | |||
| Common Stock | 07/01/2025 | M | 8,364 | A | $0.00(4) | 29,060 | D | |||
| Common Stock | 07/01/2025 | F | 2,518 | D | $6.82(4)(5) | 26,542 | D | |||
| Common Stock | 07/01/2025 | F | 5,361 | D | $6.82(5)(6) | 21,181 | D | |||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| RSU | (1) | 07/01/2025 | M | 1,200(1) | (1) | (1) | Common Stock | 1,200 | (1) | 0.00 | D | ||||
| RSU | (4) | 07/01/2025 | M | 8,364(4) | (4) | (4) | Common Stock | 8,364 | (4) | 0.00 | D | ||||
| Explanation of Responses: |
| 1. In connection with the reporting person's departure from Mativ Holdings, Inc. (the "Company"), the Board approved the accelerated vesting of 1,200 restricted stock units originally granted on January 30, 2024, which would have fully vested on February 16, 2026. |
| 2. The balance was adjusted to account for the over reporting of 82 shares on March 14, 2025. |
| 3. The transaction reflects the accelerated cash settlement of 1,200 vested RSUs on July 1, 2025. |
| 4. In connection with the reporting person's departure from the Company, the Board approved the accelerated vesting of 8,364 restricted stock units originally granted on April 26, 2024, which would have fully vested on February 13, 2027. |
| 5. Represents shares withheld in payment of tax liability resulting from the accelerated vesting of previously reported restricted stock units, in connection with the reporting person's departure from the Company. |
| 6. In connection with the reporting person's departure from the Company, the Board approved the accelerated vesting of 17,913 restricted stock units originally granted on March 19, 2025, which would have fully vested on March 19, 2028. |
| Remarks: |
| /s/ Mark Johnson, attorney-in-fact for Andrew Downard, principal | 07/02/2025 | |
| ** 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. | ||