SEC Form 4/A · accession 0001590714-17-000178
Element Solutions Inc · ESI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
This is an amendment (Form 4/A). It replaces an earlier filing for the same period.
Reporting owner
Martin E Franklin
Director
Period of report
Oct 2, 2017
Accepted (ET)
Dec 15, 2017 · 4:15 pm 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 shareF2,F1,F3,F4 | Oct 2, 2017 | S | 2,437,205 | $7.63 | D | 2,437,449 | I | By MEF Holdings, LLLP |
| Common Stock, par value $0.01 per shareF2,F1,F3,F4 | Oct 2, 2017 | S | 4,041,650 | $7.63 | D | 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 shareF1,F2,F3,F4,F5 | — | Oct 2, 2017 | S | 409,966 | D | — | — | Common Stock | 409,966 | 1,060,000 | 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 reported per share price is the portion of the fair market value of the LP Interest for federal gift tax purposes representing the value of the shares reported as sold herein, 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 (i) all of his interest in the shares previously reported as owned by the reporting person through his revocable trust and (ii) 3,868 units of Mariposa Acquisition, LLC ("Mariposa"), in each case, which were then held by the revocable trust to a newly formed limited liability limited partnership, MEF 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 and will continue to serve as the managing member of Mariposa. 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 and Mariposa, respectively, to the extent of his pecuniary interest therein.
- 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).
Remarks
The reporting person disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein. EXPLANATORY NOTE: THIS AMENDMENT ON FORM 4/A IS BEING FILED TO AMEND THE FORM 4 FILED ON OCTOBER 2, 2017 SOLELY TO REPORT THE PER SHARE PRICES IN BOX 4 OF TABLE I AND BOX 8 OF TABLE II WHICH HAD NOT BEEN CALCULATED AS OF THE ORIGINAL FILING DATE. EXCEPT FOR SUCH PRICES AND THE RELATED FOOTNOTE 2, ALL OTHER REPORTED INFORMATION IN THE ORIGINAL FORM 4 REMAINS UNCHANGED. THE TRANSACTIONS REPORTED ON THIS FORM 4 DID NOT IMPACT THE AGGREGATE NUMBER OF SHARES REPORTED AS BENEFICIALLY OWNED BY THE REPORTING PERSON.