SEC FORM 4

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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^*

Rickheim Michael W

(Last)

(First)

(Middle)

MATIV HOLDINGS, INC.

100 KIMBALL PLACE, STE 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)
	CHRO

3. Date of Earliest Transaction (Month/Day/Year)
01/26/2024

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	01/26/2024		A		1,005	A	$0.00⁽¹⁾	41,679⁽²⁾	D
Common Stock	01/26/2024		F		356	D	$13.38⁽¹⁾⁽³⁾	41,323⁽²⁾	D
Common Stock	02/02/2024		A		741	A	$0.00⁽⁴⁾	42,064⁽²⁾	D
Common Stock	02/02/2024		F		263	D	$11.73⁽³⁾⁽⁴⁾	41,801⁽²⁾	D
Common Stock	02/02/2024		A		5,179	A	$0.00⁽⁵⁾	46,980⁽²⁾	D
Common Stock	02/02/2024		F		1,834	D	$11.73⁽³⁾⁽⁵⁾	45,146⁽²⁾	D
Common Stock	02/16/2024		M		2,274	A	$0.00⁽⁶⁾	47,420⁽²⁾⁽⁷⁾	D
Common Stock	02/16/2024		D		2,274	D	$12.74⁽⁶⁾⁽⁸⁾	45,146⁽²⁾⁽⁷⁾	D
Common Stock	01/06/2025		M		52,340	A	$0.00⁽⁹⁾⁽¹⁰⁾	97,486⁽²⁾	D
Common Stock	01/06/2025		D		52,340	D	$10.97⁽⁹⁾⁽¹¹⁾	45,146⁽²⁾	D
Common Stock	01/26/2025		A		1,006	A	$0.00⁽¹⁾⁽¹²⁾	46,152⁽²⁾	D
Common Stock	01/26/2025		F		303	D	$9.7⁽¹⁾⁽³⁾⁽¹²⁾	45,849⁽²⁾	D
Common Stock	01/26/2025		A		7,037	A	$0.00⁽¹³⁾	52,886⁽²⁾	D
Common Stock	01/26/2025		F		2,096	D	$9.7⁽³⁾⁽¹³⁾	50,790⁽²⁾	D
Common Stock	02/13/2025		M		5,535	A	$0.00⁽¹⁴⁾	56,325⁽²⁾	D
Common Stock	02/13/2025		F		1,642	D	$8.79⁽³⁾⁽¹⁴⁾	54,683⁽²⁾	D
Common Stock	02/16/2025		M		2,274	A	$0.00⁽⁶⁾	56,957⁽²⁾	D
Common Stock	02/16/2025		F		2,274	D	$9.1⁽⁶⁾⁽⁸⁾	54,683⁽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	⁽⁹⁾	12/31/2024		A		52,340⁽⁹⁾		⁽⁹⁾	⁽⁹⁾	Common Stock	52,340	⁽⁹⁾	52,340	D
Restricted Stock Units	⁽¹⁰⁾	01/06/2025		M			52,340⁽¹⁰⁾	⁽¹⁰⁾	⁽¹⁰⁾	Common Stock	52,340	⁽¹⁰⁾	0.00	D
Restricted Stock Units	⁽¹⁴⁾	04/26/2024		A		16,605⁽¹⁴⁾		⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	16,605	⁽¹⁴⁾	16,605⁽¹⁵⁾	D
Restricted Stock Units	⁽¹⁴⁾	02/13/2025		M			5,535⁽¹⁴⁾	⁽¹⁴⁾	⁽¹⁴⁾	Common Stock	5,535	⁽¹⁴⁾	11,070	D
Restricted Stock Units	⁽⁶⁾	02/16/2025		A		6,822⁽⁶⁾		⁽⁶⁾	⁽⁶⁾	Common Stock	6,822	⁽⁶⁾	6,822⁽¹⁶⁾	D
Restricted Stock Units	⁽⁶⁾	02/16/2024		M			2,274⁽⁶⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	2,274	⁽⁶⁾	4,548⁽⁷⁾	D
Restricted Stock Units	⁽⁶⁾	02/16/2025		M			2,274⁽⁶⁾	⁽⁶⁾	⁽⁶⁾	Common Stock	2,274	⁽⁶⁾	2,274	D

Explanation of Responses:

1. On January 26, 2022, the reporting person was granted 3,016 restricted stock units ("RSUs") subject to time vesting. Such RSUs vest in three approximately equal annual installments beginning on January 26, 2023 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. 1,005 RSUs vested on January 26, 2024 and 1,006 RSUs vested on January 26, 2025.

2. The reporting person's number of shares of common stock owned was previously overstated by 23,570 shares due to (i) 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 March 7, 2023 and April 30, 2024, (ii) an administrative error in recording an acquisition of 5,458 shares of common stock of the issuer and a disposition of 2,351 shares of common stock of the issuer for tax withholding on the reporting person's Form 4 filed on April 12, 2023, (iii) a clerical error in recording an acquisition of 4,739 and 719 shares of common stock of the issuer, instead of 6,780 and 1,029 shares of common stock of the issuer, respectively, on the reporting person's Form 4 filed on April 12, 2023.

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

4. On February 2, 2021, the reporting person was granted 1,480 RSUs subject to time vesting. Such RSUs vest in two approximately equal annual installments beginning on February 2, 2023. Each RSU represents a right to receive one share of the common stock of the issuer and/or cash upon vesting. 741 RSUs vested on February 2, 2024.

5. On February 2, 2021, the reporting person was granted 5,179 RSUs subject to time vesting. Each RSU represents a right to receive one share of the common stock of the issuer and/or cash upon vesting. 51,79 RSUs vested on February 2, 2024.

6. On February 16, 2023, the reporting person was granted 6,822 RSUs subject to time vesting. Such RSUs vest in three equal annual installments beginning on February 16, 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. 2,274 RSUs vested on each of February 16, 2024 and 2025.

7. The transaction reflects the re-reporting of the vesting of 2,274 RSUs previously reported on the reporting person's Form 4 filed February 20, 2024.

8. The transaction reflects the cash settlement of 2,274 vested RSUs on each of February 16, 2024 and 2025

9. On October 4, 2022, the reporting person was granted a target number of 34,893 RSUs subject to performance and time-based vesting. On February 25, 2025, the Compensation Committee of the issuer determined that based on the issuer's performance between July 2022 and December 2024, 150% of the target number of RSUs vested on performance-based vesting requirements. Each RSU represents a right to receive one share of the common stock of the issuer and/or cash upon vesting.

10. The transaction reflects the vesting of 52,340 RSUs.

11. On October 4, 2022, the reporting person was granted a target number of 34,893 RSUs subject to performance and time-based vesting. [On December 31, 2024, the [Compensation Committee] of the issuer determined that based on the issuer's fiscal year 2023 and 2024 performance, 150% of the target number of RSUs vested on performance-based vesting requirements. The RSUs had a vesting date of January 6, 2025, subject to continued service]. Each RSU represents a right to receive one share of the common stock of the issuer and/or cash upon vesting.

12. The transaction reflects the vesting of 1,006 RSUs granted on January 26, 2022.

13. On January 26, 2022, the reporting person was granted 7,037 RSUs subject to time vesting. Each RSU represents a right to receive one share of the common stock of the issuer and/or cash upon vesting. 7,037 RSUs vested on January 26, 2025.

14. On April 26, 2024, the reporting person was granted 16,605 RSUs subject to time vesting. Each RSU represents a right to receive one share of the common stock of the issuer and/or cash upon vesting. 5,535 RSUs vested on February 13, 2025.

15. These RSUs were incorrectly reported in Table I instead of Table II on the reporting person's Form 4 filed on April 30, 2024.

16. These RSUs were incorrectly reported in Table I instead of Table II on the reporting person's Form 4 filed on March 7, 2023.

Remarks:

	/s/ Honor Winks, attorney-in-fact for Michael W. Rickheim, principal	03/14/2025
	** Signature of Reporting Person	Date
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