FORM 3
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF 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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1. Name and Address of Reporting Person *

Packaging Finance Ltd

2. Date of Event Requiring Statement (Month/Day/Year)

09/18/2020

3. Issuer Name and Ticker or Trading Symbol

Pactiv Evergreen Inc. [PTVE]
(Last)
(First)
(Middle)


C/O RANK GROUP LIMITED, FLOOR 9, 148 QUAY STREET

4. Relationship of Reporting Person(s) to Issuer

(Check all applicable)

_____ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)

5. If Amendment, Date Original Filed (Month/Day/Year)

09/17/2020
(Street)

AUCKLAND, Q2 1010
(City)
(State)
(Zip)

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 Beneficially Owned

1.Title of Security (Instr. 4)

2. Amount of Securities Beneficially Owned (Instr. 4)

3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)

4. Nature of Indirect Beneficial Ownership (Instr. 5)

Common Stock

137,979,428 (1) (2) (3)
D
 


Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)

1. Title of Derivative Security (Instr. 4)

2. Date Exercisable and Expiration Date (Month/Day/Year)

3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)

4. Conversion or Exercise Price of Derivative Security

5. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 5)

6. Nature of Indirect Beneficial Ownership (Instr. 5)

Date Exercisable

Expiration Date

Title

Amount or Number of Shares




Explanation of Responses:

Packaging Finance Limited is a wholly-owned subsidiary of Packaging Holdings Limited, which is wholly-owned by Mr. Graeme Hart.

This amendment to Form 3 is being filed to reflect shares beneficially owned by an entity affiliated with Mr. Graeme Hart.

Packaging Finance Limited is not the beneficial owner, for purposes of Section 16 or otherwise, of the shares owned by an entity affiliated with Mr. Graeme Hart. The inclusion of such shares on this Form 3 should not be deemed an admission to the contrary.



Signatures

/s/ Helen Golding, Director

09/18/2020
** Signature of Reporting PersonDate
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).
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