FORM 3
        	UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES
	OMB APPROVAL
OMB Number: 3235-0104
Estimated average burden
hours per response... 0.5	
                      	Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940	                      	

1. Name and Address of Reporting Person *

BAIN CAPITAL INVESTORS LLC	2. Date of Event Requiring Statement (MM/DD/YYYY)
7/1/2014 
	3. Issuer Name and Ticker or Trading Symbol

Veritiv Corp [VRTV]	
(Last)        (First)        (Middle)

JOHN HANCOCK TOWER, 200 CLARENDON STREET	4. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                            ___ X ___ 10% Owner
_____ Officer (give title below)          _____ Other (specify below)	
(Street)

BOSTON, MA 02116       

(City)              (State)              (Zip)	5. If Amendment, Date Original Filed (MM/DD/YYYY)

	6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person	

Table I - Non-Derivative Securities Beneficially Owned	
1.Title of Security
(Instr. 4)	2. Amount of Securities Beneficially Owned
(Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I)
(Instr. 5)	4. Nature of Indirect Beneficial Ownership
(Instr. 5)	
Common Stock, par value $0.01 per share  	7840000   (1) (2) (3) (4)	I  	See Footnotes   (1) (2) (3) (4)	

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)	
1. Title of Derivate Security
(Instr. 4)	2. Date Exercisable and Expiration Date
(MM/DD/YYYY)	3. Title and Amount of Securities Underlying Derivative Security
(Instr. 4)	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 5)	6. Nature of Indirect Beneficial Ownership
(Instr. 5)	
	Date Exercisable	Expiration Date	Title	Amount or Number of Shares				

Explanation of Responses:	
(  1) 	Represents shares of common stock of Veritiv Corporation (the "Issuer") held by UWW Holdings, LLC ("UWWH") acquired from the Issuer on July 1, 2014 at the consummation of the transactions contemplated by that certain Agreement and Plan of Merger, dated January 28, 2014, as amended, among the Issuer, UWWH and the other other parties thereto. Voting and dispositive power with respect to such shares of common stock is exercised through a three-member board of managers of UWWH acting by majority vote.	
(  2) 	Bain Capital Fund VII, L.P. ("Fund VII") and Bain Capital VII Coinvestment Fund, L.P. ("Coinvestment VII") have the right to appoint two of the three members of the board of managers of UWWH. In addition, Bain Capital Fund VII, LLC ("Fund VII LLC"), Bain Capital VII Coinvestment Fund, LLC ("Coinvest VII LLC"), BCIP T Associates III, LLC ("BCIP T III LLC"), BCIP T Associates III-B, LLC ("BCIP T III-B LLC"), BCIP Associates III, LLC ("BCIP III LLC"), BCIP Associates III-B, LLC ("BCIP III-B LLC") and J5M4T3B2P2CEYA, LLC ("J5") collectively hold common equity interests of the Issuer (the "Bain Capital Funds").	
(  3) 	Bain Capital Investors, LLC ("BCI") is the general partner of Bain Capital Partners VII, L.P. ("BCP VII"), which is the general partner of Coinvestment VII and Fund VII, which is the managing member of J5. BCI is also the managing partner of BCIP Associates III, BCIP Trust Associates III, BCIP Associates III-B and BCIP Trust Associates III-B, which is the manager of BCIP III LLC, BCIP T III LLC, BCIP III-B LLC and BCIP T III-B LLC, respectively. (Continued in footnote 4)	
(  4) 	As a result of these relationships and the relationship described in footnote (1) above, the Bain Capital Funds, BCI, BCP VII, BCIP Associates III, BCIP Trust Associates III, BCIP Associates III-B and BCIP Trust Associates III-B may be deemed to share voting and dispositive power with respect to the shares of the Issuer's common stock held by UWWH. Each of the Bain Capital Funds, BCI, BCP VII, BCIP Associates III, BCIP Trust Associates III, BCIP Associates III-B and BCIP Trust Associates III-B disclaims beneficial ownership of such shares except to the extent of its respective pecuniary interest therein.	

Remarks:
Form 1 of 2	

Reporting Owners	
Reporting Owner Name / Address	Relationships	
	Director	10% Owner	Officer	Other	
BAIN CAPITAL INVESTORS LLC
JOHN HANCOCK TOWER
200 CLARENDON STREET
BOSTON, MA 02116		X			
BAIN CAPITAL PARTNERS VII LP
JOHN HANCOCK TOWER
200 CLARENDON STREET
BOSTON, MA 02116		X			
BAIN CAPITAL FUND VII LLC
JOHN HANCOCK TOWER
200 CLARENDON STREET
BOSTON, MA 02116		X			
BAIN CAPITAL FUND VII LP
JOHN HANCOCK TOWER
200 CLARENDON STREET
BOSTON, MA 02116		X			
BAIN CAPITAL VII COINVESTMENT FUND LLC
JOHN HANCOCK TOWER
200 CLARENDON STREET
BOSTON, MA 02116		X			
BAIN CAPITAL VII COINVESTMENT FUND LP
JOHN HANCOCK TOWER
200 CLARENDON STREET
BOSTON, MA 02116		X			
UWW Holdings, LLC
JOHN HANCOCK TOWER
200 CLARENDON STREET
BOSTON, MA 02116		X			
BCIP Associates III, LLC
JOHN HANCOCK TOWER
200 CLARENDON STREET
BOSTON, MA 02116		X			
BCIP Associates III
JOHN HANCOCK TOWER
200 CLARENDON STREET
BOSTON, MA 02116		X			
BCIP Associates III-B, LLC
JOHN HANCOCK TOWER
200 CLARENDON STREET
BOSTON, MA 02116		X			

Signatures		
/s/ Seth Meisel		7/3/2014	
** Signature of Reporting Person		Date

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.	
*	If the form is filed by more than one reporting person, see Instruction 5(b)(v).	
**	Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).	
Note:	File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.	
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.