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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
Element Solutions Inc [ ESI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 01/31/2019 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 01/31/2019 | M | 56,391 | A | (1) | 370,641 | D | |||
Common Stock | 01/31/2019 | F | 22,190(2) | D | $11.1 | 348,451 | D | |||
Common Stock | 01/31/2019 | M | 112,782 | A | (3) | 461,233 | D | |||
Common Stock | 01/31/2019 | F | 44,538(4) | D | $11.1 | 416,695 | D | |||
Common Stock | 01/31/2019 | M | 97,552 | A | (5) | 514,247 | D | |||
Common Stock | 01/31/2019 | F | 38,387(6) | D | $11.1 | 475,860 | D |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Restricted Stock Units | $0.0 | 01/31/2019 | M | 56,391(1) | (7) | (7) | Common Stock | 56,391 | (7) | 0 | D | ||||
Performance Stock Units | $0.0 | 01/31/2019 | M | 112,782(3) | (7) | (7) | Common Stock | 112,782 | (7) | 0 | D | ||||
Restricted Stock Units | $0.0 | 01/31/2019 | M | 97,552(5) | (7) | (7) | Common Stock | 97,552 | (7) | 0 | D |
Explanation of Responses: |
1. In connection with the Reporting Person's retirement as the Issuer's Chief Executive Officer, the vesting of 56,391 restricted stock units ("RSUs") previously reported on 2/23/2017 was accelerated to 1/31/2019. Each RSU represented a contingent right to receive one share of the Issuer's common stock. |
2. This number represents shares of the Issuer's common stock withheld by the Issuer to satisfy the tax withholding obligations due upon the vesting of the RSUs described in footnote 1 above. |
3. In connection with the Reporting Person's retirement as the Issuer's Chief Executive Officer, the vesting of 112,782 performance restricted stock units ("PRSUs") previously reported on 2/23/2017 was accelerated to 1/31/2019. Each PRSU represented a contingent right to receive one share of the Issuer's common stock. |
4. This number represents shares of the Issuer's common stock withheld by the Issuer to satisfy the tax withholding obligations due upon the vesting of the PRSUs described in footnote 3 above. |
5. In connection with the Reporting Person's retirement as the Issuer's Chief Executive Officer, the vesting of 97,552 RSUs previously reported on 2/21/2018 was accelerated to 1/31/2019. Each RSU represented a contingent right to receive one share of the Issuer's common stock. |
6. This number represents shares of the Issuer's common stock withheld by the Issuer to satisfy the tax withholding obligations due upon the vesting of the RSUs described in footnote 5 above. |
7. These grants were previously reported on 2/23/2017 and 2/21/2018. Each RSU and PRSU, as applicable, represented a contingent right to receive one share of the Issuer's common stock. |
Remarks: |
/s/ Rakesh Sachdev | 02/01/2019 | |
** 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. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |