SEC Form 4 · accession 0001590714-17-000135
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
Aug 29, 2017
Accepted (ET)
Aug 31, 2017 · 4:16 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,F2 | Aug 29, 2017 | P | 45,000 | $10.98 | A | 56,325 | I | By Trust |
| Common Stock, par value $0.01 per share | holding | — | — | — | 171,555 | I | By Tasburgh LLC | |
| Common Stock, par value $0.01 per share | holding | — | — | — | 1,182,937 | 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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF3,F4 | — | holding | — | — | — | — | — | Common Stock | 7,861 | 7,861 | D |
| Series A Preferred Stock, par value $0.01 per shareF5 | — | holding | — | — | — | — | — | Common Stock | 119,992 | 119,992 | I |
Explanation of responses
- F1The price reported in Column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $10.79 to $11.00, inclusive. 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 range set forth in this footnote.
- F2The shares are held by a revocable trust. The reporting person is the trustee of this trust and may be considered to have beneficial ownership of the trust's interests in the Issuer.
- F3Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.
- F4These RSUs will vest on the earlier of June 5, 2018 and the date of the next annual meeting of stockholder of the Issuer, provided that the reporting person continues to serve as a director of the Issuer through and on such vesting date. The RSUs may, in certain circumstances, become immediately vested as of the date of a change in control of the Issuer.
- F5Each 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).