SEC Form 3 · accession 0001590714-19-000048
Element Solutions Inc · ESI
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Carey J. Dorman
Officer — Chief Financial Officer
Period of report
Mar 12, 2019
Accepted (ET)
Mar 12, 2019 · 4:28 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 | — | — | — | 1,909 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Performance Stock UnitsF1 | $0.00 | holding | — | — | — | — | — | Common Stock | 8,819 | — | D |
| Incentive Stock Options (Right to Buy)F2 | $11.34 | holding | — | — | — | — | — | Common Stock | 8,818 | — | D |
| Non-Qualified Stock Options (Right to Buy)F2 | $11.34 | holding | — | — | — | — | — | Common Stock | 816 | — | D |
| Performance Stock UnitsF3 | $0.00 | holding | — | — | — | — | — | Common Stock | 113,637 | — | D |
| Performance Stock UnitsF4 | $0.00 | holding | — | — | — | — | — | Common Stock | 6,504 | — | D |
| Restricted Stock UnitsF5 | $0.00 | holding | — | — | — | — | — | Common Stock | 2,168 | — | D |
| Performance Stock UnitsF6 | $0.00 | holding | — | — | — | — | — | Common Stock | 5,038 | — | D |
| Restricted Stock UnitsF7 | $0.00 | holding | — | — | — | — | — | Common Stock | 2,481 | — | D |
| Performance Stock UnitsF8 | $0.00 | holding | — | — | — | — | — | Common Stock | 8,428 | — | D |
| Restricted Stock UnitsF9 | $0.00 | holding | — | — | — | — | — | Common Stock | 4,151 | — | D |
Explanation of responses
- F1Each of these performance restricted stock units ("PRSU"), granted on February 20, 2019, 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 December 31, 2021. The number of shares reported in Column 3 will range from zero to 13,229 shares.
- F21/3 of each of these options, granted on February 20, 2019, will vest annually on February 20th over the next three years.
- F3The vesting of these PRSUs, granted on March 12, 2019, is subject to the achievement by the Issuer of the performance target in any fiscal year ending on or before December 31, 2022. Each PRSU represents a contingent right to receive one share of the Issuer's common stock.
- F4Each of these PRSUs, granted on February 19, 2018, represents a contingent right to receive one share of the Issuer's common stock and will vest on February 19, 2021, subject to the achievement by the Issuer of certain adjusted EBITDA goals. The number of shares reported in column 3 will range from zero to a maximum number of 13,008 shares.
- F5Each of these restricted stock units ("RSU"), granted on February 19, 2018, represents a contingent right to receive one share of the Issuer's common stock. This initial grant of 3,253 RSUs vests in 1/3 annual increments, subject to continuous service.
- F6Each of these PRSUs, granted on February 21, 2017, represents a contingent right to receive one share of the Issuer's common stock and will vest upon the achievements of certain performance levels based on the Issuer's (i) return on invested capital ("ROIC"), as measured from January 1, 2017 to December 31, 2019, and (ii) annual compound total shareholder return ("TSR"), as measured from February 21, 2017 to February 20, 2020. The number of shares reported in column 3 may range from zero to a maximum number of 12,595 shares.
- F7Each of these RSUs, granted on February 21, 2017, represents a contingent right to receive one share of the Issuer's common stock and will vest on February 20, 2020, subject to continuous service.
- F8Each of these PRSUs, granted on March 16, 2016, represents a contingent right to receive one share of the Issuer's common stock and will vest on March 15, 2019 upon certification of the achievements of certain performance levels based on (i) ROIC, as measured from January 1, 2016 to December 31, 2018, and (ii) TSR, as measured from March 16, 2016 to March 15, 2019. The number of shares reported in column 7 may range from zero to a maximum number of 21,070 shares.
- F9Each of these RSUs, granted on March 16, 2016, represents a contingent right to receive one share of the Issuer's common stock and will vest on March 15, 2019, subject to continuous service.