SEC Form 4 · accession 0001590714-18-000071
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
Jun 25, 2018
Accepted (ET)
Jun 27, 2018 · 4:19 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 | holding | — | — | — | 7,861 | I | By Trust | |
| Common Stock, par value $0.01 per share | holding | — | — | — | 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 UnitsF1,F2 | — | Jun 25, 2018 | A | 8,741 | A | — | — | Common Stock | 8,741 | 8,741 | D |
| Series A Preferred Stock, par value $0.01 per shareF3 | — | holding | — | — | — | — | — | Common Stock | 119,992 | 119,992 | I |
Explanation of responses
- F1Each restricted stock unit ("RSU") represents a contingent right to receive one share of the Issuer's common stock.
- F2These RSUs will vest on the earlier of June 25, 2019 and the date of the next annual meeting of stockholders 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.
- F3Each 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.