SEC Form 4 · accession 0001171843-15-001560
Element Solutions Inc · ESI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Martin E Franklin
Director
Period of report
Mar 20, 2015
Accepted (ET)
Mar 20, 2015 · 5:21 pm EDT
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 | Mar 20, 2015 | G | 2,000 | $0.00 | D | 0 | D | |
| Common Stock, par value $0.01 per shareF1,F2 | holding | — | — | — | 663,349 | I | By Martin E. Franklin Revocable Trust | |
| Common Stock, par value $0.01 per shareF1 | holding | — | — | — | 10,449,987 | I | By Mariposa Acquisition, LLC | |
| Common Stock, par value $0.01 per shareF1 | holding | — | — | — | 243,110 | I | By RSMA, 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 shareF3 | — | holding | — | — | — | — | — | Common Stock | 1,060,000 | 1,060,000 | I |
Explanation of responses
- F1On March 20, 2015, Mariposa Acquisition, LLC distributed an aggregate of 1,073,809 shares of the Issuer's common stock pro rata to its members, which included Mr. Franklin and RSMA, LLC. Mr. Franklin is the manager of Mariposa Acquisition, LLC and the managing member of RSMA, LLC and may be considered to have beneficial ownership of their respective interests in the Issuer. Mr. Franklin disclaims beneficial ownership of any shares in which he does not have a pecuniary interest. Mr. Franklin indirectly owns 61.32% of Mariposa Acquisition, LLC representing 6,407,932 shares of the Issuer's common stock and 649,992 shares of the Issuer's Series A Preferred Stock.
- F2Immediately following the transaction described in this report and the distribution described in footnote 1 above, Mr. Franklin transferred 663,349 shares of the Issuer's common stock to the Martin E. Franklin Revocable Trust, of which Mr. Franklin is the settlor and trustee.
- F3Each share of Series A Preferred Stock is convertible at any time at the election of the holder, on a one-for-one basis, into shares of the Issuer's common stock for no additional consideration. The Series A Preferred Stock shall automatically convert into the Issuer's 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).