SEC FORM 4

Please wait

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

OMB APPROVAL

OMB Number:			3235-0287
Estimated average burden
hours per response:			0.5

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^*

JOHNSON MARK W

(Last)

(First)

(Middle)

100 KIMBALL PLACE

SUITE 600

(Street)

ALPHARETTA

30009

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Mativ Holdings, Inc. [ MATV ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	CLO and Corporate Secretary

3. Date of Earliest Transaction (Month/Day/Year)
09/20/2023

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	09/01/2024		M		6,443	A	$0.00⁽¹⁾	6,443⁽²⁾	D
Common Stock	09/01/2024		D		6,443	D	$18.96⁽¹⁾⁽³⁾	0.00⁽²⁾	D
Common Stock	02/13/2025		M		6,888	A	$0.00⁽⁴⁾	6,888⁽²⁾	D
Common Stock	02/13/2025		D		2,439	D	$18.96⁽⁴⁾⁽⁵⁾	4,449⁽²⁾	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	⁽¹⁾	09/20/2023		A		19,330⁽¹⁾		⁽¹⁾	⁽¹⁾	Common Stock	19,330	⁽¹⁾	19,330⁽⁶⁾	D
Restricted Stock Units	⁽¹⁾	09/01/2024		M			6,443⁽¹⁾	⁽¹⁾	⁽¹⁾	Common Stock	6,443	⁽¹⁾	12,887	D
Restricted Stock Units	⁽⁴⁾	04/26/2024		A		20,664⁽⁴⁾		⁽⁴⁾	⁽⁴⁾	Common Stock	20,664	⁽⁴⁾	20,664⁽⁶⁾	D
Restricted Stock Units	⁽⁴⁾	02/13/2025		M			6,888⁽⁴⁾	⁽⁴⁾	⁽⁴⁾	Common Stock	6,888	⁽⁴⁾	13,776	D

Explanation of Responses:

1. On September 20, 2023, the reporting person was granted 19,330 restricted stock units ("RSUs") subject to time vesting. Such RSUs vest in three equal annual installments beginning on September 1, 2024 and each anniversary thereafter. Each RSU represents a right to receive one share of the common stock of the issuer and/or cash upon vesting. 6,443 RSUs vested on September 1, 2024.

2. The reporting person's number of shares of common stock owned was previously overstated by 33,551 shares due to a number of RSUs that should have been reported in Table II instead of Table I on the reporting person's Form 4 documents filed on September 22, 2023 and April 30, 2024.

3. This transaction reflects the settlement for cash of 6,443 vested RSUs.

4. On April 26, 2024, the reporting person was granted 20,664 RSUs subject to time vesting. Such RSUs vest in three equal annual installments beginning on February 13, 2025 and each anniversary thereafter. Each RSU represents a right to receive one share of the common stock of the issuer and/or cash upon vesting. 6,888 RSUs vested on February 13, 2025.

5. Shares withheld to satisfy tax withholding obligation arising upon the vesting of RSUs.

6. These RSUs were incorrectly reported in Table I on the reporting person's Form 4 documents filed on September 22, 2023 and April 30, 2024

Remarks:

	Mark W. Johnson	03/14/2025
	** 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).
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.