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United States securities and exchange commission logo
March 17, 2021
Mark W. Miles
Chief Financial Officer
Berry Global Group, Inc.
101 Oakley Street
Evansville, IN 47710
Re: Berry Global Group,
Inc.
Form 10-K for the
Year Ended September 26, 2020
Response dated
March 10, 2021
File No. 001-35672
Dear Mr. Miles:
We have reviewed your March 10, 2021 response to our comment
letter and have the
following comment. In our comment, we may ask you to provide us with
information so we may
better understand your disclosure.
Please respond to this comment within ten business days by
providing the requested
information or advise us as soon as possible when you will respond. If
you do not believe our
comment applies to your facts and circumstances, please tell us why in
your response.
After reviewing your response to this comment, we may have
additional
comments. Unless we note otherwise, our references to prior comments are
to comments in our
February 26, 2021 letter.
Form 10-K for the Year Ended September 26, 2020
11. Stockholders' Equity, page 48
1. We have read your
response to comment 5 and do not believe it provides sufficient
information to support
your use of the simplified method. Please provide a more
thorough response that
supports your conclusion that it is appropriate in your facts and
circumstances to apply
the simplified method to all option grants. Please address in your
reply, but do not
necessarily limit it to, the following points:
Confirm that all
options granted are "plain vanilla," as that term is described in
Questions 5 and 6
of SAB Topic 14D.2. If subsequent to grant you have modified
any options, please
confirm that the modified options are plain vanilla.
Mark W. Miles
Berry Global Group, Inc.
March 17, 2021
Page 2
Your response references the "relatively short duration" that you
have had publicly
traded stock compared to the stock option life of ten years.
Considering it appears
you have been a publicly traded company since October 2012, explain
to us why this
extended period of historical exercise activity does not provide a
reasonable basis
upon which to estimate expected term. In your response, also explain
why you used
the simplified method for all grants as opposed to a subset of
grants for which
sufficient historical exercise data exists.
Tell us the "significant changes" you made to your equity plan,
including when they
were made and to what options they relate, and why those changes
support use of the
simplified method.
Your response references the "number of participating employees
and allocations of
annual awards compared to historical practice." Clarify what you
mean by this
statement and explain to us its relevance.
You may contact Effie Simpson at (202) 551-3346 or Andrew Blume at
(202) 551-3254
if you have questions regarding comments on the financial statements and
related
matters. Please contact Andrew Blume with any other questions.
Sincerely,
FirstName LastNameMark W. Miles
Division of
Corporation Finance
Comapany NameBerry Global Group, Inc.
Office of
Manufacturing
March 17, 2021 Page 2
cc: James Till, Controller
FirstName LastName