SEC Form 4 · accession 0001590714-19-000027
Element Solutions Inc · ESI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Scot Benson
Officer — President & COO
Period of report
Feb 19, 2019
Accepted (ET)
Feb 21, 2019 · 7:07 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 | Feb 19, 2019 | M | 7,317 | — | A | 97,127 | D | |
| Common Stock, par value $0.01 per shareF2 | Feb 20, 2019 | F | 1,863 | $11.34 | D | 95,264 | D |
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,F3 | $0.00 | Feb 19, 2019 | M | 7,317 | D | — | — | Common Stock | 7,317 | 14,633 | D |
| Performance Stock UnitsF4 | $0.00 | Feb 20, 2019 | A | 58,789 | A | — | — | Common Stock | 58,789 | 58,789 | D |
| Incentive Stock Option (Right to Buy)F5 | $11.34 | Feb 20, 2019 | A | 8,818 | A | — | — | Common Stock | 8,818 | 8,818 | D |
| Non-Qualified Stock Option (Right to Buy)F5 | $11.34 | Feb 20, 2019 | A | 55,409 | A | — | — | Common Stock | 55,409 | 55,409 | D |
Explanation of responses
- F1This transaction represents the settlement of 7,317 restricted stock units ("RSUs") previously reported on 2/21/2018 which vested on 2/19/2019. Each RSU represented a contingent right to receive one share of the Issuer's common stock.
- F2This number represents shares of the Issuer's common stock withheld to satisfy the tax withholding obligations due upon the vesting of the RSUs described in footnote 1 above.
- F3As previously reported on 2/21/2018, this RSU grant vests in 1/3 annual increments since 2/19/2018, subject to continuous service. Each RSU represents a contingent right to receive one share of the Issuer's common stock.
- F4Each performance restricted stock unit represents a contingent right to receive one share of common stock of the Issuer, subject to the achievement of certain adjusted EBITDA compound annual growth and adjusted earnings per share goals for the performance period ending 12/31/2021. The number of shares reported in Column 7 will range from zero to 88,184 shares.
- F51/3 of each of these options will vest annually on February 20th over the next three years.