SEC Form 5 · accession 0001171843-15-000236
Element Solutions Inc · ESI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
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 share | holding | — | — | — | 878,762 | I | 401(k) Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Convertible Shares of Platform Delaware Holdings, Inc.F1,F2 | — | Dec 31, 2014 | C | 79,716 | D | — | — | Common Stock | 6,024,627 | 6,024,627 | I |
Explanation of responses
- F1See Remarks.
- F2Since October 31, 2014, 79,716 shares of PDH common stock previously held by members of Tartan other than Mr. Leever were converted into shares of Common Stock of the Issuer, on a one-for-one basis, and distributed to such members.
Remarks
(1) Represents shares of common stock of Platform Delaware Holdings, Inc., a direct wholly-owned subsidiary of the Issuer ("PDH"), held by Tartan Holdings, LLC ("Tartan"). The shares of PDH common stock are convertible, at the option of the holder, into a like number of shares of Common Stock of the Issuer since October 31, 2014. Mr. Leever is the sole manager of Tartan and, as of December 31, 2014, owned with related persons approximately 81.54% of Tartan. As of December 31, 2014, Tartan owned 7,388,750 shares of PDH common stock and, accordingly, Mr. Leever and such related persons had a pecuniary interest in 6,024,627 shares of PDH common stock. Mr. Leever disclaims beneficial ownership of any shares held by Tartan in which he does not have a pecuniary interest. Mr. Leever previously reported beneficial ownership based on the aggregate number of shares of PDH common stock held by Tartan. Beginning with this Form 5, Mr. Leever intends to report beneficial ownership of shares of PDH common stock held by Tartan based on Mr. Leever's pro rata ownership interest in Tartan.