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Check the appropriate box to designate the rule pursuant to which this Schedule is filed:
Checkbox not checked   Rule 13d-1(b)
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SCHEDULE 13D/A 0000950103-22-011443 0001799605 XXXXXXXX LIVE 2 Common Stock, $0.001 par value per share 04/01/2025 false 0001527508 69526K105 Pactiv Evergreen Inc. 1900 W. FIELD COURT LAKE FOREST IL 60045 Helen Golding 649 358-5000 c/o Packaging Finance Limited Floor 9, 148 Quay Street Auckland Q2 1010 0001799605 N Packaging Finance Limited OO N Q2 0.00 0.00 0.00 0.00 0.00 N 0 CO Common Stock, $0.001 par value per share Pactiv Evergreen Inc. 1900 W. FIELD COURT LAKE FOREST IL 60045 This Amendment No. 2 (this "Amendment") amends and supplements the initial statement on Schedule 13D originally filed by the Reporting Person with the Securities and Exchange Commission on June 28, 2022 relating to the common stock, par value $0.001 per share, of Pactiv Evergreen Inc., a Delaware corporation (the "Original Schedule 13D", as amended on December 9, 2024 ("Amendment No. 1") and, as further amended and supplemented by this Amendment, the "Schedule 13D"). Except as set forth herein, the Schedule 13D is unmodified and remains in full force and effect. Unless otherwise indicated, each capitalized term used but not defined herein shall have the meaning assigned to such term in the Original Schedule 13D or Amendment No. 1, as applicable. Item 4 of the Original Schedule 13D (as amended by Amendment No. 1) is hereby amended and supplemented to include the following: On April 1, 2025, pursuant to the Merger Agreement, Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving as a wholly owned subsidiary of Buyer. As a result of the Merger, each issued and outstanding share of common stock held by the Reporting Person was automatically canceled and retired and converted into the right to receive $18.00 per share in cash, without interest. As a result of the Merger, the Reporting Person does not beneficially own any shares of common stock of Issuer. As a result of the Merger, the Reporting Person does not beneficially own any shares of common stock of Issuer. The Reporting Person has not effected any transactions in the Issuer's common stock during the past 60 days, except as disclosed herein. No one other than the Reporting Person has the right to receive, or the power to direct the receipt of, dividends from, or the proceeds from the sale of, any of the securities of the Issuer beneficially owned by the Reporting Person. On April 1, 2025, the Reporting Person ceased to be the beneficial owners of more than five percent of the Common Stock. Packaging Finance Limited /s/ Helen Golding Helen Golding/Director 04/01/2025