SEC Form 4 · accession 0001590714-18-000144
Element Solutions Inc · ESI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Martin E Franklin
Director · 10% Owner
Period of report
Dec 21, 2018
Accepted (ET)
Dec 26, 2018 · 4:49 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 | Dec 21, 2018 | S | 2,419,258 | $9.91 | D | 2,419,500 | I | By MEF Holdings II, LLLP |
| 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
No Table II lines on this filing.
Explanation of responses
- F1On December 21, 2018, the reporting person sold the LP Interest (as defined in footnote 3 below) to MEF Holdings, LLLP ("MEF LLLP") for an installment note as further described in footnote 2 below. The reporting person is the indirect general partner and holder of all general partnership interests of MEF LLLP.
- F2The reported per share price was determined by applying the mean of the highest and lowest quoted selling prices of the shares on the date of the transaction. Such reported price per share and the principal amount of the installment note evidencing the purchase price of the LP Interest is subject to any and all valuation discounts applicable to the determination of the fair market value of the LP Interest for federal gift tax purposes as of the date of the transaction, to be determined pursuant to a third-party appraisal.
- F3Prior to the sale transaction reported herein, through one or more 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 which were then held by the revocable trust to a newly formed limited liability limited partnership, MEF Holdings II, LLLP ("MEF II 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 MEF II LLLP and the indirect sole limited partner and holder of all limited partnership interests of MEF II 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 MEF II 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 MEF II LLLP, to the extent of his pecuniary interest therein.
Remarks
The reporting person disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein. EXPLANATORY NOTE: THE TRANSACTIONS REPORTED ON THIS FORM 4 RELATE TO TRANSFERS MADE FOR ESTATE PLANNING PURPOSES. THESE TRANSACTIONS DID NOT IMPACT THE AGGREGATE NUMBER OF SHARES OVER WHICH THE REPORTING PERSON HAS THE POWER TO VOTE OR TO DIRECT TO VOTE OR THE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION.