Explanatory Note
This Amendment No. 5 (“Amendment No. 5”) amends and supplements the statement on Schedule 13D filed with the
Securities and Exchange Commission (the “SEC”) on October 17, 2022 (as amended by Amendment No. 1 to the Original Schedule 13D filed with the SEC on March 31, 2023, Amendment No. 2 to the Original Schedule 13D
filed with the SEC on September 8, 2023, Amendment No. 3 to the Original Schedule 13D filed with the SEC on October 13, 2023, Amendment No. 4 to the Original Schedule 13D filed with the SEC on July 2, 2024, and this Amendment
No. 5, the “Schedule 13D”) with respect to shares of common stock, par value $0.01 per share (the “Common Shares”), of Glatfelter Corporation (the “Issuer”). This Amendment No. 5 amends
Items 3 and 5 as set forth below. Capitalized terms used herein and not otherwise defined in this Amendment No. 5 have the meanings set forth in the Schedule 13D.
Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Persons received the amounts set forth in Annex B from the sale of the Common Shares reported in this Amendment No. 5.
Item 5. INTEREST IN SECURITIES OF THE ISSUER
(a),
(b) The Reporting Persons may be deemed to beneficially own in the aggregate 3,983,288 Common Shares. Based upon a total of 45,397,132 Common Shares outstanding as of June 30, 2024, the Reporting Persons’ shares represent approximately
8.8% of the outstanding Common Shares.
Carlson Capital, Asgard II and Mr. Carlson may be deemed to beneficially own and have the power to vote and
direct the disposition of the 3,983,288 Common Shares reported herein as owned by DOF.
DOF may be deemed to beneficially own and has the power to vote
and dispose the 3,983,288 Common Shares reported herein as owned by it, which shares represent approximately 8.8% of the outstanding Common Shares.
(c)
The Reporting Persons have not effected any transactions in the Common Shares in the last 60 days preceding September 26, 2024, other than as set forth herein on Appendix B.
(d) Except as set forth herein, no person other than the Reporting Persons is known to have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, Common Shares.
(e) Not applicable.
The filing of this statement should not be construed as an admission that any of the Reporting Persons is, for the purposes of Section 13 of the Act, the
beneficial owner of the Common Shares reported herein.