JOHNSON MARK W Form 4 Filed 2025-03-14

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

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 ^*

JOHNSON MARK W

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)
CLO and Corporate Secretary

(Last)

(First)

(Middle)

100 KIMBALL PLACE, SUITE 600

3. Date of Earliest Transaction (Month/Day/Year)
09/20/2023

(Street)

ALPHARETTA, GA 30009

(City)

(State)

(Zip)

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

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	09/01/2024		M		6,443	A	$ 0 ⁽¹⁾	6,443⁽²⁾	D
Common Stock	09/01/2024		D		6,443	D	$18.96⁽¹⁾⁽³⁾	0 ⁽²⁾	D
Common Stock	02/13/2025		M		6,888	A	$ 0 ⁽⁴⁾	6,888⁽²⁾	D
Common Stock	02/13/2025		D		2,439	D	$18.96⁽⁴⁾⁽⁵⁾	4,449⁽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 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

Restricted Stock Units

⁽¹⁾

09/20/2023

19,330⁽¹⁾

⁽¹⁾

Common Stock

19,330

⁽¹⁾

19,330⁽⁶⁾

Restricted Stock Units

⁽¹⁾

09/01/2024

6,443⁽¹⁾

⁽¹⁾

Common Stock

6,443

⁽¹⁾

12,887

Restricted Stock Units

⁽⁴⁾

04/26/2024

20,664⁽⁴⁾

⁽⁴⁾

Common Stock

20,664

⁽⁴⁾

20,664⁽⁶⁾

Restricted Stock Units

⁽⁴⁾

02/13/2025

6,888⁽⁴⁾

⁽⁴⁾

Common Stock

6,888

⁽⁴⁾

13,776

Explanation of Responses:

1.	On September 20, 2023, the reporting person was granted 19,330 restricted stock units ("RSUs") subject to time vesting. Such RSUs vest in three equal annual installments beginning on September 1, 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. 6,443 RSUs vested on September 1, 2024.
2.	The reporting person's number of shares of common stock owned was previously overstated by 33,551 shares due to 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 September 22, 2023 and April 30, 2024.
3.	This transaction reflects the settlement for cash of 6,443 vested RSUs.
4.	On April 26, 2024, the reporting person was granted 20,664 RSUs subject to time vesting. Such RSUs vest in three equal annual installments beginning on February 13, 2025 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. 6,888 RSUs vested on February 13, 2025.
5.	Shares withheld to satisfy tax withholding obligation arising upon the vesting of RSUs.
6.	These RSUs were incorrectly reported in Table I on the reporting person's Form 4 documents filed on September 22, 2023 and April 30, 2024

	Signatures
	Mark W. Johnson	03/14/2025
	** Signature of Reporting Person	Date
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