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If the form is filed by more than one reporting person, see Instruction 5(b)(v). |
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Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) |
This Form 3 is being filed in connection with the SEC's declaration of effectiveness of the Registration Statement on Form 10 of Ingevity Corporation ("Ingevity"), which describes the planned separation of Ingevity from WestRock Company ("WestRock"). |
(2) |
Pursuant to Ingevity's Certificate of Incorporation (as amended), effective as of the close of business on the date set by resolution of the board of directors of WestRock as the record date for distribution of shares of Ingevity's common stock to holders of shares of WestRock's common stock (such time, the "Effective Time"), the 101 shares of Ingevity's common stock held by WestRock prior to the Effective Time shall, automatically by operation of law and without any further action on the part of Ingevity or WestRock, be subdivided and converted into a number of shares of validly issued, fully paid and non-assessable shares of Ingevity's common stock equal to the number of shares of common stock, par value $0.01 per share, of WestRock, issued and outstanding as of the Effective Time. |
(3) |
These shares are owned indirectly through WestRock MWV, LLC, a Delaware limited liability company, which is a wholly-owned subsidiary of the Reporting Person. |