SEC Form 4 · accession 0001171843-15-000016
Element Solutions Inc · ESI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Ian G H Ashken
Director
Period of report
Dec 31, 2014
Accepted (ET)
Jan 2, 2015 · 4:13 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001590714
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common Stock, par value $0.01 per shareF1,F2 | Dec 31, 2014 | J | 602,977 | $0.00 | A | 1,304,493 | I | By Mariposa Acquisition, LLC |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Series A Preferred Stock, par value $0.01 per shareF2,F3 | — | holding | — | — | — | — | — | Common Stock | 119,992 | 119,992 | I |
Explanation of responses
- F1Holders of Series A Preferred Stock of the Issuer are entitled to receive an annual stock dividend based on the market price of the Issuer's Common Stock for the last ten days of the calendar year. On January 2, 2015, Mariposa Acquisition, LLC received 5,326,654 shares of Common Stock as stock dividend.
- F2Represents an indirect interest held by Mariposa Acquisition, LLC.
- F3The Series A Preferred Stock is convertible at any time at the election of the holder, on a one-for-one basis, into shares of Common Stock for no additional consideration. The Series A Preferred Stock shall automatically convert into Common Stock upon the earlier to occur of (i) a change of control of the Issuer or (ii) December 31, 2020 (unless extended in accordance with the terms of the Series A Preferred Stock).