SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Davis Anthony Lynn

(Last)

(First)

(Middle)

C/O ORION ENGINEERED CARBONS S.A

1700 CITY PLAZA DRIVE, SUITE 300

(Street)

SPRING

77389

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Orion S.A. [ OEC ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
07/05/2023

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Shares, no par value	07/05/2023		J		5,250⁽¹⁾	D	$0.00	0	D
Common Shares, no par value								587,571	I	See footnote⁽²⁾
Common Shares, no par value	07/05/2023		J		5,250⁽¹⁾	A	$0.00	11,689	I	See footnote⁽³⁾
Common Shares, no par value								1,824,242	I	See footnote⁽⁴⁾
Common Shares, no par value								323,403	I	See footnote⁽⁵⁾

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)

Explanation of Responses:

1. Represents 5,250 restricted shares granted by the Issuer to the Reporting Person on June 08, 2023, which were assigned as of the transaction date indicated herein by the Reporting Person to Inherent Group, LP (the "assignee"), which is controlled by the Reporting Person, pursuant to the Portfolio Company Board of Directors Policy of the assignee, for further distribution in accordance with such policy to the funds named in footnotes (4) and (5), which are managed by the assignee. These restricted shares vest on the day prior to the Issuer's 2024 Annual General Meeting of Shareholders.

2. Held by Davis Investment Holdings, LLC, whose sole member is the Reporting Person.

3. Held by Inherent Group, LP, which is controlled by the Reporting Person. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

4. Held by Inherent ESG Opportunity Master, LP, a fund managed by Inherent Group, LP, which is controlled by the Reporting Person. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

5. Held by Inherent CIO1, LLC, a fund managed by Inherent Group, LP, which is controlled by the Reporting Person. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

	/s/ Christian Eggert, Attorney-in-Fact	07/07/2023
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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