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).

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^*

Steele Robert Allan

(Last)

(First)

(Middle)

1 PROCTER & GAMBLE PLAZA

(Street)

CINCINNATI

45202

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
BERRY GLOBAL GROUP, INC. [ BERY ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
04/30/2025

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	04/30/2025		D		6,246	D	⁽¹⁾	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)
Restricted Stock Units	⁽²⁾⁽³⁾	04/30/2025		D			2,092	⁽²⁾⁽³⁾	⁽²⁾⁽³⁾	Common Stock	2,092	⁽²⁾⁽³⁾	0	D
Director Stock Option (Right to Buy)	⁽⁴⁾⁽⁵⁾⁽⁶⁾	04/30/2025		D			64,565	⁽⁴⁾⁽⁵⁾⁽⁶⁾	⁽⁴⁾⁽⁵⁾⁽⁶⁾	Common Stock	64,565	⁽⁴⁾⁽⁵⁾⁽⁶⁾	0	D

Explanation of Responses:

1. On April 30, 2025, the previously announced acquisition of the Issuer was completed pursuant to the terms of the Agreement and Plan of Merger, dated as of November 19, 2024 (the "Merger Agreement"), by and among the Issuer, Amcor plc ("Amcor") and Aurora Spirit, Inc. At the effective time of the merger (the "Effective Time"), each share of the Issuer's common stock outstanding immediately prior to the Effective Time (excluding shares held by the Issuer as treasury stock immediately prior to the Effective Time) was automatically converted into the right to receive 7.25 Amcor ordinary shares and, if applicable, cash in lieu of fractional shares, less any applicable withholding taxes and without interest.

2. Each time-vesting restricted stock unit award of the Issuer (a "RSU Award") that was vested or became vested as of the Effective Time (a "Vested RSU Award") was cancelled and converted into the right to receive (i) the number of Amcor ordinary shares equal to the product, rounded down to the nearest whole number of shares, of (a) the number of shares of the Issuer's common stock subject to the Vested RSU Award immediately prior to the Effective Time, and (b) 7.25, less applicable tax withholding, and (ii) a cash amount equal to the Issuer's dividend equivalent rights ("DERs") corresponding to the Vested RSU Award, less applicable tax withholding.

3. Each RSU Award that was unvested as of the Effective Time (a "Unvested RSU Award") was cancelled and converted into (i) a time-based restricted stock unit award of Amcor (an "Amcor RSU Award"), relating to a number of Amcor ordinary shares equal to the product, rounded down to the nearest whole number of shares, of (a) the number of shares of the Issuer's common stock subject to the Unvested RSU Award, and (b) 7.25, and (ii) an amount in restricted cash equal to the amount that is accrued but unpaid as of the Effective Time with respect to the DERs corresponding to each such Unvested RSU Award. The resulting Amcor RSU Award and restricted cash payment is subject to the same terms and conditions that applied to the corresponding Unvested RSU Award and DER as of immediately prior to the Effective Time.

4. Each vested stock option award of the Issuer outstanding as of the Effective Time and each unvested stock option of the Issuer that otherwise would have vested within the 12 month period following the Effective Time (a "Vested Option") was cancelled and converted into the right to receive (i) a number of Amcor ordinary shares, rounded down to the nearest whole number of shares and less applicable tax withholding, equal to the quotient of (a) the product of (1) the excess, if any, of the merger consideration value over the per share exercise price of the applicable Vested Option, multiplied by (2) the number of shares of the Issuer's common stock subject to the Vested Option, divided by (b) the volume weighted average price (in U.S. dollars) of an Amcor ordinary share over the five (5) business days prior to April 30, 2025 and (ii) a cash amount equal to the amount that is accrued but unpaid as of the Effective Time with respect to any DERs that corresponded to each such Vested Option.

5. Also at the Effective Time, any Vested Option with an exercise price that was equal to or greater than the merger consideration value was cancelled without consideration other than any accrued but unpaid DERs. Each stock option award of the Issuer outstanding as of the Effective Time that was not a Vested Option (an "Unvested Option") was assumed by Amcor and converted into (i) an Amcor stock option award (an "Amcor Converted Option") (a) with respect to a number of Amcor ordinary shares, rounded down to the nearest share, equal to the product of (1) the number of shares of the Issuer's common stock subject to the corresponding Unvested Option, multiplied by (2) 7.25, and (b) with an exercise price per Amcor ordinary share that is equal to the quotient of (x) the exercise price per share of the Issuer's common stock subject to the corresponding Unvested Option immediately prior to the Effective Time, divided by (y) 7.25 (rounded up to the nearest cent) and

6. (ii) an amount in restricted cash equal to the value of any DERs that were accrued and unpaid as of the Effective Time with respect to each such Unvested Option. The resulting Amcor Converted Option and restricted cash payment is subject to the same terms and conditions (excluding the right to receive future dividend equivalents in excess of the accrued, but unpaid, DERs) that applied to the corresponding Unvested Option and DER as of immediately prior to the Effective Time.

	/s/ Jason K. Greene, Attorney-in-Fact for Robert Allan Steele	05/02/2025
	** 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).
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Director Steele Robert Allan returned 6,246 shares to the company, closing all direct ownership in the company (SEC Form 4)