SEC Form 4 · accession 0001590714-17-000144

Element Solutions Inc · ESI

Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗

A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).

Reporting owner

Ian G H Ashken

Director

Period of report

Oct 2, 2017

Accepted (ET)

Oct 2, 2017 · 7:57 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 share^F2,F1,F3,F4	Oct 2, 2017	S$0	227,857	—	D	227,880	I	By IGHA Holdings, LLLP
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 Units^F5,F6	—	holding	—	—	—	—	—	Common Stock	7,861	7,861	D
Series A Preferred Stock, par value $0.01 per share^F7	—	holding	—	—	—	—	—	Common Stock	119,992	119,992	I

Explanation of responses

F1On October 2, 2017, the reporting person sold the LP Interest (as defined in footnote 3 below) to a trust for an installment note as further described in footnote 2 below.
F2The purchase price for the sale of the LP Interest is the fair market value of the LP Interest for Federal gift tax purposes to be evidenced by an installment note for such amount as determined pursuant to a third-party appraisal.
F3Prior to the sale transaction reported herein, through a series of indirect transfers for estate planning purposes, all of which were exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") pursuant to Rule 16a-13 promulgated thereunder, the reporting person transferred all of his interest in the shares previously reported as owned by the reporting person through his revocable trust and Tasburgh LLC, in each case, which were then held by the revocable trust to a newly formed limited liability limited partnership, IGHA Holdings, LLLP (the "LLLP"), of which the reporting person was, at the time of such transfers, the indirect general partner and holder of all general partnership interests of the LLLP and the indirect sole limited partner and holder of all limited partnership interests of LLLP (such limited partnership interests being the "LP Interest").
F4Following the sale transaction reported herein, the reporting person will continue to control the general partner of the LLLP. As a result of the foregoing, the reporting person may be deemed to have beneficial ownership (as determined under Section 16 of the Exchange Act) of the shares held by the LLLP to the extent of his pecuniary interest therein.
F5Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.
F6These 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.
F7Each 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).

Remarks

The reporting person disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein.