SEC FORM 4

SEC FORM 4 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

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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).

1. Name and Address of Reporting Person^*

Thompson William V III

(Last)

(First)

(Middle)

C/O RIVERVIEW ACQUISITION CORP.

700 COLONIAL ROAD, SUITE 101

(Street)

MEMPHIS

38117

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Riverview Acquisition Corp. [ RVAC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
Chief Financial Officer

3. Date of Earliest Transaction (Month/Day/Year)
08/26/2022

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	08/26/2022		J		200,000	A	$10	220,000	I	See Footnote⁽¹⁾
Common Stock	08/26/2022		J		400,000	A	$10	620,000	I	See Footnote⁽¹⁾
Common Stock	08/26/2022		J		100,000	A	$10	720,000	I	See Footnote⁽¹⁾
Common Stock	08/26/2022		J		30,000	A	$10	750,000	I	See Footnote⁽¹⁾
Common Stock	08/26/2022		J		200,000	A	⁽²⁾	950,000	I	See Footnote⁽²⁾
Common Stock	08/26/2022		J		950,000	D	⁽³⁾⁽⁴⁾	0	I	See Footnote⁽³⁾⁽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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. These shares of common stock were acquired pursuant to subscription agreements, dated as of April 4, 2022, by and between the issuer and NFC Special Acquisition, LLC, NFC Partners, LLC, NFC Wyoming, LLC, and Marsha Thompson Irrevocable Trust, respectively, over which Mr. Thompson may be deemed to exercise voting and investment control.

2. These shares of common stock were acquired at a price of $0.004 per share, pursuant to a promote participation agreement, dated as of April 4, 2022, by and between the Issuer, Riverview Sponsor Partners, LLC, and NFC Special Acquisition, LLC, over which Mr. Thompson may be deemed to exercise voting and investment control. Pursuant to such agreement, NFC Special Acquisition, LLC received shares of the Issuer's common stock, which shares were automatically converted into shares of the Issuer's common stock at the time of the business combination.

3. The reporting person resigned as a director and an officer of the issuer and disposed of all issuer equity securities effective as of the consummation of the business combination and ceased to be a reporting person with respect to the issuer.

4. Pursuant to the Transaction Agreement, by and among Riverview, Westrock Coffee Holdings, LLC, a Delaware limited liability company ("Westrock"), Origin Merger Sub I, Inc., a Delaware corporation and a wholly-owned subsidiary of Westrock and Origin Merger Sub II, LLC, a Delaware limited liability company and a wholly-owned subsidiary of Westrock, dated April 4, 2022, each issued and outstanding share of the Issuer's common stock automatically converted into the right to receive Westrock common stock on a one-to-one basis.

	/s/ William V. Thompson III	08/30/2022
	** 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.

SEC Form 4: Thompson William V Iii acquired $7,300,000 worth of shares (930,000 units at $7.85) and disposed of 950,000 shares

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