SEC FORM
3
SEC Form 3
| FORM 3 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
|
| OMB APPROVAL |
| OMB Number: |
3235-0104 |
| Estimated average burden |
| hours per response: |
0.5 |
|
|
1. Name and Address of Reporting Person*
| 100 RIVER BLUFF DRIVE, SUITE 210 |
|
(Street)
|
2. Date of Event Requiring Statement
(Month/Day/Year)
08/26/2022
|
3. Issuer Name and Ticker or Trading Symbol
Westrock Coffee Co
[ WEST ]
|
4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
| X |
Director |
X |
10% Owner |
| X |
Officer (give title below) |
|
Other (specify below) |
| CHIEF EXECUTIVE OFFICER (1) |
|
5. If Amendment, Date of Original Filed
(Month/Day/Year)
|
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Form filed by One Reporting Person |
| X |
Form filed by More than One Reporting Person |
|
| Table I - Non-Derivative Securities Beneficially Owned |
|---|
| 1. Title of Security (Instr.
4)
|
2.
Amount of Securities Beneficially Owned (Instr.
4)
|
3. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
4. Nature of Indirect Beneficial Ownership (Instr.
5)
|
| COMMON STOCK |
23,163,104
|
I |
See Footnote
|
Table II - Derivative Securities Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
|
|---|
| 1. Title of Derivative Security (Instr.
4)
|
2. Date Exercisable and Expiration Date
(Month/Day/Year) |
3. Title and Amount of Securities Underlying Derivative Security (Instr.
4)
|
4. Conversion or Exercise Price of Derivative Security
|
5. Ownership Form: Direct (D) or Indirect (I) (Instr.
5)
|
6. Nature of Indirect Beneficial Ownership (Instr.
5)
|
| Date Exercisable |
Expiration Date |
Title |
Amount or Number of Shares |
1. Name and Address of Reporting Person*
| 100 RIVER BLUFF DRIVE, SUITE 210 |
|
(Street)
|
1. Name and Address of Reporting Person*
| 100 RIVER BLUFF DRIVE, SUITE 210 |
|
(Street)
|
1. Name and Address of Reporting Person*
| 100 RIVER BLUFF DRIVE, SUITE 210 |
|
(Street)
|
| Explanation of Responses: |
|
|
| Remarks: |
|
|
/s/ See Exhibit 99.1 |
08/26/2022 |
|
** 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
5
(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. |
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Robert P. McKinney, T. Christopher Pledger and
Blake Schuhmacher, or any one of them acting singly and with full power
of substitution, as the undersigned's true and lawful attorneys-in-fact, for
such period of time that the undersigned is required to file reports pursuant
to Section 16(a) of the Securities Exchange Act of 1934, as amended
("Exchange Act"), with respect to the undersigned's holdings of and
transactions in securities issued by Westrock Coffee Holdings, LLC and
any successor entity, including any corporation resulting from the
conversion of Westrock Coffee Holdings, LLC (collectively, the
"Company"), to:
(1) execute for and on behalf of the undersigned Forms 3,
4 and 5 (including any amendments thereto), and Form ID, if
necessary, to obtain EDGAR codes and related documentation for
use in filing Forms 3, 4 and 5 in accordance with Section 16(a) of
the Exchange Act and the rules thereunder;
(2) do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable to complete
the execution of any such Form 3, 4, 5 or Form ID (or any
amendments thereto) and the filing of such form with the
United States Securities and Exchange Commission, any stock
exchange or similar authority and any other authority as required
by law;
(3) take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest of
or legally required by the undersigned, it being understood that
the documents executed by such attorneys-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in its discretion; and
(4) seek or obtain, as the undersigned's attorneys-in-fact and on
the undersigned behalf, information regarding transactions in the
Company's securities from any third party, including brokers,
employee benefit plan administrators and trustees, and the
undersigned hereby authorizes any such person to release any such
information to such attorneys-in-fact and approves and ratifies any
such release of such information.
The undersigned hereby grants to such attorneys-in-fact full
power and authority to do and perform all and every act requisite,
necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned could do if personally present, with full power of
substitution, hereby ratifying and confirming all that such attorneys-
in-fact, or their substitute or substitutes, shall lawfully do or cause
to be done by virtue of this Power of Attorney and the rights and
powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request
of the undersigned, are not assuming any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act or other
applicable securities laws or rules.
This Power of Attorney does not relieve the undersigned from any
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including, without limitation, the reporting requirements
under Section 16 of the Exchange Act. Additionally, the Company does
not represent or warrant that it will be able to in all cases timely and
accurately file Section 16 reports on behalf of the undersigned due to
various factors and the undersigned's and the Company's need to rely on
others for information, including the undersigned and brokers of the
undersigned.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of the 15th day of June, 2022.
/s/ Scott T. Ford
Scott T. Ford
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Robert P. McKinney, T. Christopher Pledger and
Blake Schuhmacher, or any one of them acting singly and with full power
of substitution, as the undersigned's true and lawful attorneys-in-fact, for
such period of time that the undersigned is required to file reports pursuant
to Section 16(a) of the Securities Exchange Act of 1934, as amended
("Exchange Act"), with respect to the undersigned's holdings of and
transactions in securities issued by Westrock Coffee Holdings, LLC and
any successor entity, including any corporation resulting from the
conversion of Westrock Coffee Holdings, LLC (collectively, the
"Company"), to:
(1) execute for and on behalf of the undersigned Forms 3,
4 and 5 (including any amendments thereto), and Form ID, if
necessary, to obtain EDGAR codes and related documentation for
use in filing Forms 3, 4 and 5 in accordance with Section 16(a) of
the Exchange Act and the rules thereunder;
(2) do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable to complete
the execution of any such Form 3, 4, 5 or Form ID (or any
amendments thereto) and the filing of such form with the
United States Securities and Exchange Commission, any stock
exchange or similar authority and any other authority as required
by law;
(3) take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest of
or legally required by the undersigned, it being understood that
the documents executed by such attorneys-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in its discretion; and
(4) seek or obtain, as the undersigned's attorneys-in-fact and on
the undersigned behalf, information regarding transactions in the
Company's securities from any third party, including brokers,
employee benefit plan administrators and trustees, and the
undersigned hereby authorizes any such person to release any such
information to such attorneys-in-fact and approves and ratifies any
such release of such information.
The undersigned hereby grants to such attorneys-in-fact full
power and authority to do and perform all and every act requisite,
necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned could do if personally present, with full power of
substitution, hereby ratifying and confirming all that such attorneys-
in-fact, or their substitute or substitutes, shall lawfully do or cause
to be done by virtue of this Power of Attorney and the rights and
powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request
of the undersigned, are not assuming any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act or other
applicable securities laws or rules.
This Power of Attorney does not relieve the undersigned from any
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including, without limitation, the reporting requirements
under Section 16 of the Exchange Act. Additionally, the Company does
not represent or warrant that it will be able to in all cases timely and
accurately file Section 16 reports on behalf of the undersigned due to
various factors and the undersigned's and the Company's need to rely on
others for information, including the undersigned and brokers of the
undersigned.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of the 19th day of August, 2022.
Westrock Group, LLC
By: Greenbrier Holdings, LLC
its manager
By: /s/ Scott T. Ford
Name: Scott T. Ford
Title: Sole Member
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that the undersigned hereby
constitutes and appoints Robert P. McKinney, T. Christopher Pledger and
Blake Schuhmacher, or any one of them acting singly and with full power
of substitution, as the undersigned's true and lawful attorneys-in-fact, for
such period of time that the undersigned is required to file reports pursuant
to Section 16(a) of the Securities Exchange Act of 1934, as amended
("Exchange Act"), with respect to the undersigned's holdings of and
transactions in securities issued by Westrock Coffee Holdings, LLC and
any successor entity, including any corporation resulting from the
conversion of Westrock Coffee Holdings, LLC (collectively, the
"Company"), to:
(1) execute for and on behalf of the undersigned Forms 3,
4 and 5 (including any amendments thereto), and Form ID, if
necessary, to obtain EDGAR codes and related documentation for
use in filing Forms 3, 4 and 5 in accordance with Section 16(a) of
the Exchange Act and the rules thereunder;
(2) do and perform any and all acts for and on behalf of
the undersigned which may be necessary or desirable to complete
the execution of any such Form 3, 4, 5 or Form ID (or any
amendments thereto) and the filing of such form with the
United States Securities and Exchange Commission, any stock
exchange or similar authority and any other authority as required
by law;
(3) take any other action of any type whatsoever in
connection with the foregoing which, in the opinion of such
attorney-in-fact, may be of benefit to, in the best interest of
or legally required by the undersigned, it being understood that
the documents executed by such attorneys-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such
form and shall contain such terms and conditions as such
attorney-in-fact may approve in its discretion; and
(4) seek or obtain, as the undersigned's attorneys-in-fact and on
the undersigned behalf, information regarding transactions in the
Company's securities from any third party, including brokers,
employee benefit plan administrators and trustees, and the
undersigned hereby authorizes any such person to release any such
information to such attorneys-in-fact and approves and ratifies any
such release of such information.
The undersigned hereby grants to such attorneys-in-fact full
power and authority to do and perform all and every act requisite,
necessary and proper to be done in the exercise of any of the rights
and powers herein granted, as fully to all intents and purposes as the
undersigned could do if personally present, with full power of
substitution, hereby ratifying and confirming all that such attorneys-
in-fact, or their substitute or substitutes, shall lawfully do or cause
to be done by virtue of this Power of Attorney and the rights and
powers herein granted. The undersigned acknowledges that the
foregoing attorneys-in-fact, in serving in such capacity at the request
of the undersigned, are not assuming any of the undersigned's
responsibilities to comply with Section 16 of the Exchange Act or other
applicable securities laws or rules.
This Power of Attorney does not relieve the undersigned from any
responsibility for compliance with the undersigned's obligations under the
Exchange Act, including, without limitation, the reporting requirements
under Section 16 of the Exchange Act. Additionally, the Company does
not represent or warrant that it will be able to in all cases timely and
accurately file Section 16 reports on behalf of the undersigned due to
various factors and the undersigned's and the Company's need to rely on
others for information, including the undersigned and brokers of the
undersigned.
This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to
the undersigned's holdings of and transactions in securities issued by the
Company, unless earlier revoked by the undersigned in a signed writing
delivered to the foregoing attorneys-in-fact.
IN WITNESS WHEREOF, the undersigned has caused this Power
of Attorney to be executed as of the 19th day of August, 2022.
Greenbrier Holdings, LLC
By: /s/ Scott Ford
Name: Scott T. Ford
Title: Sole Member
Exhibit 99.1
This Statement on Form 3 is filed by:
(i) Scott T. Ford; (ii) Westrock Group, LLC
and (iii) Greenbrier Holdings, LLC.
Name of Designated Filer: Scott T. Ford
Date of Event Requiring Statement: August 26, 2022
Issuer Name and Ticker or Trading Symbol:
WESTROCK COFFEE COMPANY [WEST]
Scott T. Ford
By: /s/ Scott T. Ford
Scott T. Ford
Westrock Group, LLC
By: Greenbrier Holdings, LLC
its Manager
By: /s/ Scott T. Ford
Scott T. Ford
Manager
Greenbrier Holdings, LLC
By: /s/ Scott T. Ford
Scott T. Ford
Manager
