<SEC-DOCUMENT>0000899243-22-015659.txt : 20220426
<SEC-HEADER>0000899243-22-015659.hdr.sgml : 20220426
<ACCEPTANCE-DATETIME>20220426163021
ACCESSION NUMBER:		0000899243-22-015659
CONFORMED SUBMISSION TYPE:	3
PUBLIC DOCUMENT COUNT:		5
CONFORMED PERIOD OF REPORT:	20220421
FILED AS OF DATE:		20220426
DATE AS OF CHANGE:		20220426

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			BURSKY ANDREW M
		CENTRAL INDEX KEY:			0000905112

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-40718
		FILM NUMBER:		22854774

REPORTING-OWNER:	

	OWNER DATA:	
		COMPANY CONFORMED NAME:			Fazio Timothy J
		CENTRAL INDEX KEY:			0001394403

	FILING VALUES:
		FORM TYPE:		3
		SEC ACT:		1934 Act
		SEC FILE NUMBER:	001-40718
		FILM NUMBER:		22854773

	MAIL ADDRESS:	
		STREET 1:		ATLAS HOLDINGS LLC
		STREET 2:		ONE SOUND SHORE DRIVE, SUITE 302
		CITY:			GREENWICH
		STATE:			CT
		ZIP:			06830

ISSUER:		

	COMPANY DATA:	
		COMPANY CONFORMED NAME:			Sylvamo Corp
		CENTRAL INDEX KEY:			0001856485
		STANDARD INDUSTRIAL CLASSIFICATION:	PAPER MILLS [2621]
		IRS NUMBER:				862596371
		STATE OF INCORPORATION:			DE
		FISCAL YEAR END:			1231

	BUSINESS ADDRESS:	
		STREET 1:		6400 POPLAR AVENUE
		CITY:			MEMPHIS
		STATE:			TN
		ZIP:			38197
		BUSINESS PHONE:		901-419-9000

	MAIL ADDRESS:	
		STREET 1:		6400 POPLAR AVENUE
		CITY:			MEMPHIS
		STATE:			TN
		ZIP:			38197
</SEC-HEADER>
<DOCUMENT>
<TYPE>3
<SEQUENCE>1
<FILENAME>doc3.xml
<DESCRIPTION>FORM 3 SUBMISSION
<TEXT>
<XML>
<?xml version="1.0"?>
<ownershipDocument>

    <schemaVersion>X0206</schemaVersion>

    <documentType>3</documentType>

    <periodOfReport>2022-04-21</periodOfReport>

    <noSecuritiesOwned>0</noSecuritiesOwned>

    <issuer>
        <issuerCik>0001856485</issuerCik>
        <issuerName>Sylvamo Corp</issuerName>
        <issuerTradingSymbol>SLVM</issuerTradingSymbol>
    </issuer>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0000905112</rptOwnerCik>
            <rptOwnerName>BURSKY ANDREW M</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>100 NORTHFIELD STREET</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>GREENWICH</rptOwnerCity>
            <rptOwnerState>CT</rptOwnerState>
            <rptOwnerZipCode>06830</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <reportingOwner>
        <reportingOwnerId>
            <rptOwnerCik>0001394403</rptOwnerCik>
            <rptOwnerName>Fazio Timothy J</rptOwnerName>
        </reportingOwnerId>
        <reportingOwnerAddress>
            <rptOwnerStreet1>100 NORTHFIELD STREET</rptOwnerStreet1>
            <rptOwnerStreet2></rptOwnerStreet2>
            <rptOwnerCity>GREENWICH</rptOwnerCity>
            <rptOwnerState>CT</rptOwnerState>
            <rptOwnerZipCode>06830</rptOwnerZipCode>
            <rptOwnerStateDescription></rptOwnerStateDescription>
        </reportingOwnerAddress>
        <reportingOwnerRelationship>
            <isDirector>0</isDirector>
            <isOfficer>0</isOfficer>
            <isTenPercentOwner>1</isTenPercentOwner>
            <isOther>0</isOther>
        </reportingOwnerRelationship>
    </reportingOwner>

    <nonDerivativeTable>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock, par value $1.00 per share</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>4132000</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>See footnotes</value>
                    <footnoteId id="F1"/>
                    <footnoteId id="F4"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
        <nonDerivativeHolding>
            <securityTitle>
                <value>Common Stock, par value $1.00 per share</value>
            </securityTitle>
            <postTransactionAmounts>
                <sharesOwnedFollowingTransaction>
                    <value>2180454</value>
                </sharesOwnedFollowingTransaction>
            </postTransactionAmounts>
            <ownershipNature>
                <directOrIndirectOwnership>
                    <value>I</value>
                </directOrIndirectOwnership>
                <natureOfOwnership>
                    <value>See footnotes</value>
                    <footnoteId id="F2"/>
                    <footnoteId id="F3"/>
                    <footnoteId id="F4"/>
                </natureOfOwnership>
            </ownershipNature>
        </nonDerivativeHolding>
    </nonDerivativeTable>

    <footnotes>
        <footnote id="F1">ACR Group Paper Holdings LP, a Delaware limited partnership (&quot;ACR GPH&quot;), is the direct record and beneficial owner of 4,132,000 shares of common stock, par value $1.00 per share (the &quot;Common Stock&quot;), of Sylvamo Corporation (the &quot;Issuer&quot;). Atlas Capital GP IV LP, a Delaware limited partnership (&quot;AC GP IV&quot;), is the general partner of ACR GPH. Atlas Capital Resources GP IV LLC, a Delaware limited liability company (&quot;ACR GP IV&quot;), is the general partner of AC GP IV. ACR GPH, AC GP IV and ACR GP IV are collectively referred to as the &quot;Atlas IV Entities.&quot; Andrew M. Bursky and Timothy J. Fazio are each a manager and Managing Partner of ACR GP IV, and may be deemed to control the Atlas IV Entities. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended, each of Mr. Bursky and Mr. Fazio may be deemed to have an indirect pecuniary interest in the shares of the Common Stock of the Issuer that are held by ACR GPH.</footnote>
        <footnote id="F2">Lapetus Capital III LLC, a Delaware limited liability company (&quot;Lapetus III&quot;), is the direct beneficial owner of 2,180,454 shares of Common Stock of the Issuer. Atlas Capital Resources III LP, a Delaware limited partnership (&quot;ACR III&quot;), which invests in Lapetus III through certain alternative investment vehicles, is the indirect majority and controlling member of Lapetus III. Atlas Capital GP III LP, a Delaware limited partnership (&quot;AC GP III&quot;), is the general partner of ACR III. Atlas Capital Resources GP III LLC, a Delaware limited liability company (&quot;ACR GP III&quot;), is the general partner of AC GP III. Lapetus III, ACR III, AC GP III and ACR GP III are collectively referred to as the &quot;Atlas III Entities.&quot;</footnote>
        <footnote id="F3">(Continued from Footnote 2) Andrew M. Bursky and Timothy J. Fazio are each a manager and Managing Partner of ACR GP III, and may be deemed to control the Atlas III Entities. By reason of the provisions of Rule 16a-1 of the Securities Exchange Act of 1934, as amended, each of Mr. Bursky and Mr. Fazio may be deemed to have an indirect pecuniary interest in the shares of the Common Stock of the Issuer that are held by Lapetus III.</footnote>
        <footnote id="F4">In accordance with Instruction 5(b)(iv), the entire amount of the shares of Common Stock of the Issuer that is owned by Lapetus III and ACR GPH is reported herein. Each of Mr. Bursky and Mr. Fazio disclaims beneficial ownership interest of the Common Stock of the Issuer except, in each case, to the extent he has any indirect pecuniary interest therein.</footnote>
    </footnotes>

    <remarks>Exhibit List Exhibit 24.1 - Power of Attorney Exhibit 24.2 - Power of Attorney Exhibit 99.1 - Joint Filers' Names and Addresses Exhibit 99.2 - Joint Filers' Signatures</remarks>

    <ownerSignature>
        <signatureName>/s/ Andrew M. Bursky</signatureName>
        <signatureDate>2022-04-26</signatureDate>
    </ownerSignature>
</ownershipDocument>
</XML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.1
<SEQUENCE>2
<FILENAME>attachment1.htm
<DESCRIPTION>EX-24.1 DOCUMENT
<TEXT>
<HTML>
<HEAD>
</HEAD>
<BODY>
<PRE>
                               POWER OF ATTORNEY

     Know all by these presents, that the undersigned hereby constitutes and
appoints Michael O'Donnell with full power of substitution, the undersigned's
true and lawful attorney-in-fact to:

     (1) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer, director and/or stockholder of Sylvamo Corporation (the
"Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder;

     (2) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form 3, 4
or 5, complete and execute any amendment or amendments thereto, and timely file
such form with the Securities and Exchange Commission and any stock exchange or
similar authority; and

     (3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

     The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 26th day of April, 2022.


                                /s/ Andrew M. Bursky
                                ----------------------------------
                                Andrew M. Bursky


</PRE>
</BODY>
</HTML>
</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-24.2
<SEQUENCE>3
<FILENAME>attachment2.htm
<DESCRIPTION>EX-24.2 DOCUMENT
<TEXT>
<HTML>
<HEAD>
</HEAD>
<BODY>
<PRE>
                               POWER OF ATTORNEY

     Know all by these presents, that the undersigned hereby constitutes and
appoints Michael O'Donnell, with full power of substitution, the undersigned's
true and lawful attorney-in-fact to:

     (1) execute for and on behalf of the undersigned, in the undersigned's
capacity as an officer, director and/or stockholder of Sylvamo Corporation (the
"Company"), Forms 3, 4 and 5 in accordance with Section 16(a) of the Securities
Exchange Act of 1934 and the rules thereunder;

     (2) do and perform any and all acts for and on behalf of the undersigned
which may be necessary or desirable to complete and execute any such Form 3, 4
or 5, complete and execute any amendment or amendments thereto, and timely file
such form with the Securities and Exchange Commission and any stock exchange or
similar authority; and

     (3) take any other action of any type whatsoever in connection with the
foregoing which, in the opinion of such attorney-in-fact, may be of benefit to,
in the best interest of, or legally required by, the undersigned, it being
understood that the documents executed by such attorney-in-fact on behalf of the
undersigned pursuant to this Power of Attorney shall be in such form and shall
contain such terms and conditions as such attorney-in-fact may approve in such
attorney-in-fact's discretion.

     The undersigned hereby grants to such attorney-in-fact full power and
authority to do and perform any and every act and thing whatsoever requisite,
necessary or proper to be done in the exercise of any of the rights and powers
herein granted, as fully to all intents and purposes as the undersigned might or
could do if personally present, with full power of substitution or revocation,
hereby ratifying and confirming all that such attorney-in-fact, or such
attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be
done by virtue of this Power of Attorney and the rights and powers herein
granted. The undersigned acknowledges that the foregoing attorney-in-fact, in
serving in such capacity at the request of the undersigned, is not assuming, nor
is the Company assuming, any of the undersigned's responsibilities to comply
with Section 16 of the Securities Exchange Act of 1934.

     This Power of Attorney shall remain in full force and effect until the
undersigned is no longer required to file Forms 3, 4 and 5 with respect to the
undersigned's holdings of and transactions in securities issued by the Company,
unless earlier revoked by the undersigned in a signed writing delivered to the
foregoing attorney-in-fact.

     IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be
executed as of this 26th day of April, 2022.


                                /s/ Timothy J. Fazio
                                ----------------------------------
                                Timothy J. Fazio


</PRE>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>attachment3.htm
<DESCRIPTION>EX-99.1 DOCUMENT
<TEXT>
<HTML>
<HEAD>
</HEAD>
<BODY>
<PRE>
Designated Filer:         Andrew M. Bursky
Issuer & Ticker Symbol:   Sylvamo Corporation (SLVM)
Date of Event Requiring   April 21, 2022
Statement:

                       Joint Filer's Name and Address

1. Name:    Timothy J. Fazio
   Address: 100 Northfield Street
            Greenwich, Connecticut 06830

</PRE>
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</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.2
<SEQUENCE>5
<FILENAME>attachment4.htm
<DESCRIPTION>EX-99.2 DOCUMENT
<TEXT>
<HTML>
<HEAD>
</HEAD>
<BODY>
<PRE>
Designated Filer:         Andrew M. Bursky
Issuer & Ticker Symbol:   Sylvamo Corporation (SLVM)
Date of Event Requiring   April 21, 2022
Statement:

                            Joint Filer's Signature


Dated: April 26, 2022           /s/ Timothy J. Fazio
                                ----------------------------------------------
                                Timothy J. Fazio
</PRE>
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</TEXT>
</DOCUMENT>
</SEC-DOCUMENT>
