SEC Form 4 · accession 0001590714-17-000180
Element Solutions Inc · ESI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Martin E Franklin
Director
Period of report
Dec 14, 2017
Accepted (ET)
Dec 18, 2017 · 7:21 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 shareF1 | Dec 14, 2017 | P | 164,467 | $9.57 | A | 164,467 | I | By Martin E. Franklin Revocable Trust |
| Common Stock, par value $0.01 per shareF1 | Dec 15, 2017 | P | 200,000 | $9.60 | A | 364,467 | I | By Martin E. Franklin Revocable Trust |
| Common Stock, par value $0.01 per shareF1 | Dec 18, 2017 | P | 135,533 | $9.84 | A | 500,000 | I | By Martin E. Franklin Revocable Trust |
| Common Stock, par value $0.01 per share | holding | — | — | — | 2,437,449 | I | By MEF Holdings, LLLP | |
| 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 price reported in Column 4 is a weighted average price. These shares were acquired in multiple transactions at prices ranging from $9.49 to $9.69, inclusive, on December 14, 2017, from $9.49 to $9.66, inclusive, on December 15, 2017, and from $9.71 to $9.90, inclusive, on December 18, 2017. 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).
Remarks
The reporting person disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein.