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^*

Begle Curt

(Last)

(First)

(Middle)

9335 HARRIS CORNERS PKWY

SUITE 300

(Street)

CHARLOTTE

28269

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Magnera Corp [ MAGN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
11/04/2024

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, Par Value $.01								2,576⁽¹⁾	I	The Crue Meisler Begle Trust⁽²⁾
Common Stock, Par Value $.01								3,083⁽¹⁾	I	The Curtis L. Begle 2022 GRAT⁽³⁾
Common Stock, Par Value $.01								280⁽¹⁾	I	The Curtis L. Begle Living Trust⁽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)
Restricted Stock Units	⁽⁵⁾	11/04/2024		A		54,631		11/04/2025⁽⁶⁾	11/04/2027	Common Stock, Par Value $.01	54,631	$0	54,631	D
Restricted Stock Units	⁽⁵⁾	11/04/2024		A		71,258		11/04/2027⁽⁷⁾	11/04/2027	Common Stock, Par Value $.01	71,258	$0	71,258	D

Explanation of Responses:

1. Represents shares of the Issuer acquired upon the closing of a series of transactions pursuant to which a wholly-owned subsidiary of the Issuer combined with Berry Global Group Inc.'s global nonwovens and hygiene films business in a Reverse Morris Trust transaction.

2. Represents shares of Issuer common stock held by The Crue Meisler Begle Trust, of which the reporting person's minor child is beneficiary. The reporting person serves as trustee of The Crue Meisler Begle Trust.

3. Represents shares of Issuer common stock held by The Curtis L. Begle 2022 Grantor Retained Annuity Trust, of which The Crue Meisler Begle Trust is beneficiary. The reporting person serves as trustee of The Curtis Begle GRAT 2022.

4. Represents shares of Issuer common stock held by The Curtis L. Begle Living Trust, of which the reporting person is beneficiary. The reporting person serves as trustee of The Curtis L. Begle Living Trust.

5. Not applicable to this transaction. RSUs have no value until all restrictions lapse on the final vesting date.

6. This grant vests one-third 11/4/2025, one-third 11/4/2026 and one-third 11/4/2027. This grant vests in full, and all restrictions lapse, three years from the Grant Date.

7. This grant vests in full and all restrictions lapse three years from the Grant Date, subject to the individual's continuous employment with Magnera Corporation.

	/s/ Laura A. Jones, attorney-in-fact for Curt Begle	11/06/2024
	** 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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