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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, 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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1. Title of Derivative Security | 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 | 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 of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Represents a grant of restricted stock units ("RSUs"). Each RSU represents a right to receive one share of the Issuer's common stock upon vesting. Each RSU will vest on the second anniversary of the grant date subject to Reporting Person's employment or service with the Issuer as contemplated in the RSU Agreement. |
| Signatures | ||
/s/ Brian Park, attorney-in-fact for Mark W. Johnson, principal | 05/23/2025 | |
| ** 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. | ||
POWER OF ATTORNEY The undersigned hereby makes, constitutes and appoints each of Greg Weitzel, Brian Park, or either of them acting individually, and with full power of substitution, the undersigned's true and lawful agents and attorneys-in-fact (each hereinafter referred to as an "Attorney") to act either together or alone in the name and on behalf of the undersigned for and with respect to the matters hereinafter described. Each Attorney shall have the power and authority to prepare, execute, deliver and file Statements of Changes of Beneficial Ownership of Securities on Form 3, Form 4 or Form 5 (or such other forms as may be designated from time-to-time by the Securities and Exchange Commission (the "Commission") for such purpose) or any amendments thereto required to be filed with the Commission under the Securities Exchange Act of 1934 on behalf of the undersigned as a result of the undersigned's transactions in or changes in beneficial ownership of, equity securities (including derivative securities) of Mativ Holdings, Inc. Each Attorney is hereby authorized to execute and deliver all documents, acknowledgments, consents and other agreements and to take such further action as may be necessary or convenient in order to more effectively carry out the intent and purposes of the foregoing. The Power of Attorney conferred hereby is not delegable by any Attorney. Each Attorney shall serve without compensation for acting in the capacity of agent and attorney-in-fact hereunder. The undersigned hereby ratifies, confirms and adopts as the undersigned's own act and deed all action lawfully taken by the Attorneys, or any of them, pursuant to the power and authority herein granted. Unless sooner revoked by the undersigned, this Power of Attorney shall be governed by the laws of the State of Georgia, and the power and authority granted herein shall remain in full force and effect until such time as the undersigned is no longer subject to Section 16 or and required to file Forms 3, 4 and 5. IN WITNESS WHEREOF, the undersigned has set his or her hand as of the 14th day of April, 2025. /s/ Mark W. Johnson Signature Mark W. Johnson State of Georgia County of Fulton Signed and sworn before me, Honor Winks, Notary Public, on April 14, 2025, by Mark W. Johnson, personally known to me. /s/ Honor Winks Signature of Notary Name: Honor Winks Notary Public State of Georgia My commission expires: February 6, 2028