SEC Form 4 · accession 0001171843-15-006494
Element Solutions Inc · ESI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Martin E Franklin
Director
Period of report
Nov 19, 2015
Accepted (ET)
Nov 23, 2015 · 6:31 am 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 | Nov 20, 2015 | P | 250,000 | $11.94 | A | 1,387,449 | I | By Martin E. Franklin Revocable Trust |
| Common Stock, par value $0.01 per shareF1 | Nov 19, 2015 | P | 250,000 | $11.81 | A | 1,137,449 | I | By Martin E. Franklin Revocable Trust |
| Common Stock, par value $0.01 per share | holding | — | — | — | 10,449,987 | I | By Mariposa Acquisition, LLC | |
| Common Stock, par value $0.01 per share | 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 shareF2 | — | holding | — | — | — | — | — | Common Stock | 1,060,000 | 1,060,000 | I |
Explanation of responses
- F1The prices reported in Column 4 are weighted average prices. These shares were acquired in multiple transactions at prices ranging from $11.76 to $12.32, inclusive, on November 20, 2015 and from $11.65 to $12.03, inclusive, on November 19, 2015. The reporting person undertakes to provide to the Issuer, any security holder of the Issuer or the staff of the Securities and Exchange Commission, upon request, full information regarding the number of shares acquired at each separate price within the ranges set forth in this footnote.
- F2Each 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).