Edgar Filing: Rock-Tenn CO

Ownership Submission

FORM 4

Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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(Print or Type Responses)

1. Name and Address of Reporting Person ^*

McIntosh Robert Bruce

2. Issuer Name and Ticker or Trading Symbol
Rock-Tenn CO [RKT]

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

_____ Director	_____ 10% Owner
__X__ Officer (give title below)	_____ Other (specify below)
EVP, GEN COUNSEL, SECRETARY

(Last)

(First)

(Middle)

504 THRASHER STREET

3. Date of Earliest Transaction (Month/Day/Year)
08/27/2014

(Street)

NORCROSS, GA 30071

4. If Amendment, Date 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

(City)

(State)

(Zip)

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)
			Code	V	Amount	(A) or (D)	Price
Class A Common Stock								187,420 ⁽¹⁾	D

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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 Underlying Securities
(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 of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4)

11. Nature of Indirect Beneficial Ownership
(Instr. 4)

Code

(A)

(D)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares

Employee Stock Option (right-to-buy)

$ 17.975 ⁽²⁾

08/27/2014

23,800

05/10/2007

05/10/2017

Class A Common Stock

23,800

$ 0

23,800

Employee Stock Option (right-to-buy)

$ 14.55 ⁽³⁾

08/27/2014

31,000

03/19/2008

03/19/2018

Class A Common Stock

31,000

$ 0

31,000

Employee Stock Option (right-to-buy)

$ 13.215 ⁽⁴⁾

08/27/2014

16,800

03/18/2009

03/18/2019

Class A Common Stock

16,800

$ 0

16,800

Employee Stock Option (right-to-buy)

$ 21.345 ⁽⁵⁾

08/27/2014

8,600

01/29/2010

10/29/2020

Class A Common Stock

8,600

$ 0

8,600

Employee Stock Option (right-to-buy)

$ 34.325 ⁽⁶⁾

08/27/2014

6,400

02/28/2011

02/28/2021

Class A Common Stock

6,400

$ 0

6,400

Employee Stock Option (right-to-buy)

$ 31.695 ⁽⁷⁾

08/27/2014

9,750

02/01/2012

02/01/2022

Class A Common Stock

9,750

$ 0

9,750

Employee Stock Option (right-to-buy)

$ 39.9 ⁽⁸⁾

08/27/2014

7,640

01/25/2013

01/25/2023

Class A Common Stock

7,640

$ 0

7,640

Employee Stock Option (right-to-buy)

$ 50.74 ⁽⁹⁾

08/27/2014

5,980

01/31/2014

01/31/2024

Class A Common Stock

5,980

$ 0

5,980

Reporting Owners

Reporting Owner Name / Address	Relationships
Reporting Owner Name / Address	Director	10% Owner	Officer	Other
McIntosh Robert Bruce 504 THRASHER STREET NORCROSS, GA 30071			EVP, GEN COUNSEL, SECRETARY

Signatures

Robert B. McIntosh		08/27/2014
^**Signature of Reporting Person		Date

Explanation of Responses:

*	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).
(1)	On August 27, 2014 the common stock of Rock-Tenn Company split 2-for-1 resulting in the reporting person's ownership of 94,003 additional shares of stock. This amount includes 586 shares purchased under the Employee Stock Purchase Plan from November 2013 to July 2014.
(2)	This option was previously reported as covering 11,900 shares at an exercise price of $35.95 per share, but was adjusted to reflect the stock split that occurred on August 27, 2014.
(3)	This option was previously reported as covering 15,500 shares at an exercise price of $29.10 per share.
(4)	This option was previously reported as covering 8,400 shares at an exercise price of $26.43 per share.
(5)	This option was previously reported as covering 4,300 shares at an exercise price of $42.69 per share.
(6)	This option was previously reported as covering 3,200 shares at an exercise price of $68.65 per share.
(7)	This option was previously reported as covering 4,875 shares at an exercise price of $63.39 per share.
(8)	This option was previously reported as covering 3,820 shares at an exercise price of $79.80 per share.
(9)	This option was previously reported as covering 2,990 shares at an exercise price of $101.48 per share.

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