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^*

INTERNATIONAL PAPER CO /NEW/

(Last)

(First)

(Middle)

6400 POPLAR AVE

(Street)

MEMPHIS

38197

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Veritiv Corp [ VRTV ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
07/01/2014

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	07/01/2014		J⁽¹⁾⁽²⁾		8,159,900	A	⁽¹⁾⁽²⁾	8,160,000	D
Common Stock	07/01/2014		J⁽¹⁾⁽²⁾		8,160,000	D	$0⁽¹⁾⁽²⁾	0	D

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. The transactions reported on this Form relate to the separation of Veritiv Corporation (the "Issuer") from the Reporting Person, International Paper Company ("International Paper"), effective July 1, 2014, pursuant to the Contribution and Distribution Agreement, dated as of January 28, 2014, as amended, among International Paper, the Issuer and certain other parties (the "Distribution Agreement").

2. Pursuant to the terms of the Distribution Agreement, on July 1, 2014, International Paper (i) contributed to xpedx, LLC ("xpedx LLC") all of its right, title and interest with respect to certain assets and liabilities of the International Paper's xpedx business, and then (ii) contributed xpedx LLC to xpedx Intermediate, LLC ("xpedx Intermediate"), and xpedx Intermediate to the Issuer in exchange for, among other things, a special payment of $400 million, subject to certain adjustments, and the issuance to International Paper of 8,159,900 shares of common stock of the Issuer (the "Additional Share Issuance"). Following the Additional Share Issuance by the Issuer to International Paper, International Paper distributed all of its 8,160,000 shares of the Issuer to its shareholders on July 1, 2014 on a pro rata basis (the "Distribution"). After the Distribution, International Paper does not own any shares of the Issuer.

	/s/ Marla F. Adair, Assistant Secretary	07/01/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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