Allen Quincy L Form 4 Filed 2025-12-10

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 ^*

Allen Quincy L

2. Issuer Name and Ticker or Trading Symbol
ODP Corp [ODP]

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

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

(Last)

(First)

(Middle)

6600 NORTH MILITARY TRAIL, LEGAL DEPARTMENT

3. Date of Earliest Transaction (Month/Day/Year)
12/10/2025

(Street)

BOCA RATON, FL 33496

(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)
			Code	V	Amount	(A) or (D)	Price
Common Stock	12/10/2025		D⁽¹⁾		272	D	$28⁽²⁾	0	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 Unit

⁽³⁾

12/10/2025

D⁽¹⁾

33,432

⁽⁴⁾

Common Stock

33,432

⁽⁴⁾

Explanation of Responses:

1.	On December 10, 2025, pursuant to that certain Agreement and Plan of Merger, dated as of September 22, 2025 (the "Merger Agreement"), by and among ODP Corporation (the "Issuer"), ACR Ocean Resources LLC ("Parent") and Vail Holdings 1, Inc., a wholly owned subsidiary of Parent ("Merger Sub"), Merger Sub merged with and into the Issuer (the "Merger"), with the Issuer surviving the Merger as a wholly owned subsidiary of Parent.
2.	Pursuant to the Merger Agreement, each share of Issuer common stock held by the Reporting Person immediately prior to the closing of the Merger (the "Effective Time") was converted into the right to receive $28.00 in cash, without interest, net of all applicable withholding taxes.
3.	Each restricted stock unit ("RSU") represents a contingent right to receive one share of common stock.
4.	Pursuant to the Merger Agreement, deferred RSUs held by the Reporting Person immediately prior to the Effective Time were converted into the right to receive an amount of cash equal to the sum of (a) (i) the number of shares of Issuer common stock subject to such RSUs immediately prior to the Effective Time, multiplied by (ii) $28.00 per share, plus (b) any accrued and unpaid dividends or dividend equivalent rights corresponding to such RSUs, without interest, net of all applicable withholding taxes.

	Signatures
	/s/ Sarah E. Hlavinka, Attorney-in-Fact	12/10/2025
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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