SC 13D/A

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

SOLE VOTING POWER

1,698,007*

SHARED VOTING POWER

12,157,983*

SOLE DISPOSITIVE POWER

0

SHARED DISPOSITIVE POWER

12,157,983*

0001193125-20-185207.txt : 20200701 0001193125-20-185207.hdr.sgml : 20200701 20200701162227 ACCESSION NUMBER: 0001193125-20-185207 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20200701 DATE AS OF CHANGE: 20200701 GROUP MEMBERS: BERGGRUEN HOLDINGS LTD GROUP MEMBERS: IAN G.H. ASHKEN GROUP MEMBERS: IAN G.H. ASHKEN LIVING TRUST GROUP MEMBERS: IGHA HOLDINGS, LLLP GROUP MEMBERS: JAMES E. LILLIE GROUP MEMBERS: MARTIN E. FRANKLIN REVOCABLE TRUST GROUP MEMBERS: MEF HOLDINGS II, LLLP GROUP MEMBERS: MEF HOLDINGS, LLLP GROUP MEMBERS: NICOLAS BERGGRUEN CHARITABLE TRUST GROUP MEMBERS: POWDER HORN HILL PARTNERS II, LLC GROUP MEMBERS: TASBURGH, LLC SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Element Solutions Inc CENTRAL INDEX KEY: 0001590714 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 371744899 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-87814 FILM NUMBER: 201005618 BUSINESS ADDRESS: STREET 1: 500 EAST BROWARD BOULEVARD STREET 2: SUITE 1860 CITY: FORT LAUDERDALE STATE: FL ZIP: 33394 BUSINESS PHONE: 561-207-9600 MAIL ADDRESS: STREET 1: 500 EAST BROWARD BOULEVARD STREET 2: SUITE 1860 CITY: FORT LAUDERDALE STATE: FL ZIP: 33394 FORMER COMPANY: FORMER CONFORMED NAME: Platform Specialty Products Corp DATE OF NAME CHANGE: 20131031 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRANKLIN MARTIN E CENTRAL INDEX KEY: 0000940603 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: C/O MARIPOSA CAPITAL, LLC STREET 2: 5200 BLUE LAGOON DRIVE, SUITE 855 CITY: MIAMI STATE: FL ZIP: 33126 SC 13D/A 1 d19210dsc13da.htm SC 13D/A SC 13D/A

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 11)*

Element Solutions Inc

(Name of Issuer)

Common Stock, par value $0.01 per share

(Title of Class of Securities)

28618M106 (Common Stock)

(CUSIP Number)

Sir Martin E. Franklin

c/o Mariposa Capital, LLC

500 South Pointe Drive, Suite 240

Miami Beach, Florida 33139

(786) 482-6333

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

June 30, 2020

(Date of Event Which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of § 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box ☐.

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7(b) for other parties to whom copies are to be sent.

*	The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).


CUSIP No. 28618M106		SCHEDULE 13D		Page 2 of 21 Pages


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Martin E. Franklin
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United Kingdom

*	See Item 5


CUSIP No. 28618M106		SCHEDULE 13D		Page 3 of 21 Pages


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Martin E. Franklin Revocable Trust
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Florida

*	See Item 5.


CUSIP No. 28618M106		SCHEDULE 13D		Page 4 of 21 Pages


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MEF Holdings, LLLP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

*	See Item 5.


CUSIP No. 28618M106		SCHEDULE 13D		Page 5 of 21 Pages


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) MEF Holdings II, LLLP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

*	See Item 5


CUSIP No. 28618M106		SCHEDULE 13D		Page 6 of 21 Pages


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Ian G.H. Ashken
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

*	See Item 5.


CUSIP No. 28618M106		SCHEDULE 13D		Page 7 of 21 Pages


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Tasburgh, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Connecticut

*	See Item 5.


CUSIP No. 28618M106		SCHEDULE 13D		Page 8 of 21 Pages


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) IGHA Holdings, LLLP
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Delaware

*	See Item 5.


CUSIP No. 28618M106		SCHEDULE 13D		Page 9 of 21 Pages


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) The Ian G.H. Ashken Living Trust
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Florida

*	See Item 5.


CUSIP No. 28618M106		SCHEDULE 13D		Page 10 of 21 Pages


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) James E. Lillie
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION United States

*	See Item 5.


CUSIP No. 28618M106		SCHEDULE 13D		Page 11 of 21 Pages


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Powder Horn Hill Partners II, LLC
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☒ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION Florida

*	See Item 5.


CUSIP No. 28618M106		SCHEDULE 13D		Page 12 of 21 Pages


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Berggruen Holdings Ltd
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands

*	See Item 5.


CUSIP No. 28618M106		SCHEDULE 13D		Page 13 of 21 Pages


1		NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Nicolas Berggruen Charitable Trust
2		CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) ☐ (b) ☐
3		SEC USE ONLY
4		SOURCE OF FUNDS (See Instructions) OO
5		CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) ☐
6		CITIZENSHIP OR PLACE OF ORGANIZATION British Virgin Islands

*	See Item 5.

Item 1.

Security and Issuer.

This Amendment No. 11 (this “Amendment”) amends the Statement on Schedule 13D filed with the U.S. Securities and Exchange Commission (“SEC”) on January 27, 2014 (as amended by Amendment No. 1 filed on March 14, 2014, Amendment No. 2 filed on October 7, 2014, Amendment No. 3 filed on January 2, 2015, Amendment No. 4 filed on March 20, 2015, Amendment No. 5 filed on September 16, 2016, Amendment No. 6 filed on December 19, 2017, Amendment No. 7 filed on May 3, 2018, Amendment No. 8 filed on November 21, 2018, Amendment No. 9 filed on November 8, 2019 and Amendment No. 10 filed on February 28, 2020, the “Statement”), with respect to the common stock, par value $0.01 per share (the “Common Stock”), of Element Solutions Inc (f/k/a Platform Specialty Products Corporation), a Delaware corporation (the “Issuer”). The principal executive offices of the Issuer are located at 500 East Broward Boulevard, Suite 1860, Fort Lauderdale, Florida 33394. Unless specifically amended hereby, the disclosure set forth in the Statement shall remain unchanged. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings set forth in the Statement. This Amendment also constitutes an “exit filing” for the Berggruen Reporting Persons (as defined below).

Item 2.

Identity and Background.

Item 2 of the Statement is hereby amended and restated in its entirety as follows:

(a)

This Statement is being jointly filed by Martin E. Franklin (“Franklin”), the Martin E. Franklin Revocable Trust (the “Franklin Trust”), MEF Holdings, LLLP, a Delaware limited liability limited partnership (“MEF Holdings”), MEF Holdings II, LLLP, a Delaware limited liability limited partnership (“MEF Holdings II” and together with Franklin, the Franklin Trust and MEF Holdings, collectively referred to as the “Franklin Reporting Persons”), Ian G.H. Ashken (“Ashken”), Tasburgh, LLC, a Connecticut limited liability company (“Tasburgh”), IGHA Holdings, LLLP, a Delaware limited liability limited partnership (“IGHA Holdings”), The Ian G.H. Ashken Living Trust (the “Ashken Trust” and together with Ashken, Tasburgh and IGHA Holdings, the “Ashken Reporting Persons”), James E. Lillie (“Lillie”) and Powder Horn Hill Partners II, LLC, a Florida limited liability company (“PHHP”, and together with Lillie, the “Lillie Reporting Persons”), Berggruen Holdings Ltd, a British Virgin Islands business company (“BHL”), the Nicolas Berggruen Charitable Trust, a British Virgin Islands trust (the “NB Charitable Trust” and together with BHL, the “Berggruen Reporting Persons”) pursuant to Rule 13d-1(k) promulgated by the SEC pursuant to Section 13 of the Securities Exchange Act of 1934, as amended. The Franklin Reporting Persons, Ashken Reporting Persons and Lillie Reporting Persons are collectively referred to as the “Mariposa Reporting Persons” and the Mariposa Reporting Persons and Berggruen Reporting Persons are collectively referred to as the “Reporting Persons”.

Franklin is the sole settlor and the trustee of the Franklin Trust. The general partner of MEF Holdings and MEF Holdings II is MEF Holdings, LLC, a Delaware limited liability company that is wholly owned by the Franklin Trust.

Tasburgh is a private investment vehicle of Ashken, who is the sole managing member of Tasburgh. The general partner of IGHA Holdings is IGHA Holdings, LLC, a Delaware limited liability company that is wholly owned by the Ashken Trust. Ashken is the sole settlor and trustee of the Ashken Trust. PHHP is a private investment vehicle of Lillie, who is the sole managing member of PHHP.

Each of Ashken and Franklin are members of the board of directors of the Issuer.

All of the shares of BHL are owned by the NB Charitable Trust. The trustee of the NB Charitable Trust is Maitland Trustees Limited, incorporated as a British Virgin Islands corporation and continued as a company incorporated in the Isle of Man, acting as an institutional trustee in the ordinary course of business without the purpose or effect of changing or influencing control of the Issuer.

(b)

The business address of each of the Mariposa Reporting Persons is 500 South Pointe Drive, Suite 240, Miami Beach, Florida 33139. The business address of BHL is c/o Berggruen Holdings Inc., 304 S. Broadway #550, Los Angeles, CA 90013. The business address of the NB Charitable Trust is Falcon Cliff, Palace Road, Douglas, Isle of Man IM2 4LB.

(c)

The present principal business of each of MEF Holdings, MEF Holdings II, Tasburgh, IGHA Holdings and PHHP is that of a private investment entity, engaged in the purchase and sale of securities for investment for its own account. The present principal business of the Franklin Trust and Ashken Trust is managing and holding investments for the benefit of each trust’s beneficiaries. Franklin directs the voting and investment activities of the Franklin Trust, MEF Holdings and MEF Holdings II. Ashken directs the voting and investment activities of Tasburgh, IGHA Holdings and the Ashken Trust. Lillie directs the voting and investment activities of PHHP. The present principal business of the NB Charitable Trust is a private investment trust formed to own all of the outstanding capital stock of BHL. The present principal business of BHL is that of a private investment company investing internationally in an extensive range of asset classes on an opportunistic basis, including direct private equity, stocks and bonds, hedge funds, private equity funds, and real estate.

(d)

None of the Reporting Persons, nor to the knowledge of the Reporting Persons, none of the executive officers, directors or partners of the Reporting Persons, if applicable, has, during the last five years, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors).

(e)

None of the Reporting Persons, nor to the knowledge of the Reporting Persons, none of the executive officers, directors or partners of the Reporting Persons, if applicable, was, during the last five years, a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

(f)

MEF Holdings and MEF Holdings II are organized under the laws of Delaware, the Franklin Trust is organized under the laws of Florida and Franklin is a citizen of the United Kingdom. Tasburgh is organized under the laws of Connecticut, IGHA Holdings is organized under the laws of Delaware, the Ashken Trust is organized under the laws of Florida and Ashken is a citizen of the United States. PHHP is organized under the laws of Florida and Lillie is a citizen of the United States. Each of BHL and the NB Charitable Trust are organized under the laws of the British Virgin Islands. Justin Topilow, Colin Bird and Tessa Burrows are the three directors of BHL. Mr. Topilow is a citizen of the United States and his business address is c/o Berggruen Holdings Inc., 304 S. Broadway #550, Los Angeles, CA 90013. Each of Mr. Bird and Ms. Burrows are citizens of the United Kingdom and their business address is c/o Maitland Group, Falcon Cliff, Palace Road, Douglas, Isle of Man IM2 4LB. BHL does not have any executive officers.

Item 3.

Source and Amount of Funds or Other Consideration.

Item 3 of this Statement is hereby amended and restated in its entirety as follows:

Each of MEF Holdings, MEF Holdings II, the Franklin Trust, Tasburgh, IGHA Holdings, the Ashken Trust and PHHP is engaged in the purchase and sale of securities for investment on its own account. The source of funds is the investment capital of MEF Holdings, MEF Holdings II, the Franklin Trust, Tasburgh, IGHA Holdings, the Ashken Trust and PHHP, respectively.

BHL is a private investment company investing internationally in an extensive range of asset classes. The source of funds is investment capital contributed by the NB Charitable Trust.

The information set forth in Item 4 of this Statement is incorporated herein by reference.

Item 4.

Purpose of the Transaction.

Item 4 of the Statement is hereby amended by the addition of the following:

On June 30, 2020, Mr. Franklin notified BHL that the Proxy Agreement was terminated effective immediately (the “Termination Letter”). Pursuant to the Proxy Agreement, Franklin had the power to vote the Berggruen Reporting Persons’ shares of Common Stock. As a result of the termination of the Proxy Agreement, (i) Franklin no longer has beneficial ownership of the shares of Common Stock owned by the Berggruen Reporting Persons and (ii) the Franklin Reporting Persons and the Berggruen Reporting Persons shall no longer be considered a “group” for purposes of Section 13(d) under the Exchange Act.

Item 5.

Interest in Securities of the Issuer.

Paragraphs (a) – (b) of Item 5 of the Statement are hereby amended and restated in their entirety as follows:

(a) – (b)

As of the date hereof, Franklin beneficially owns 13,855,990 shares of Common Stock consisting of (i) shared power to vote, or to direct the vote, and shared power to dispose, or to direct the disposition of, 12,157,983 shares of Common Stock controlled or held, directly or indirectly, by one or more of the Franklin Reporting Persons and (ii) sole power to vote, or to direct the vote, of 1,698,007 shares of Common Stock held, directly or indirectly, by the Ashken Reporting Persons and Lillie Reporting Persons (each as further described below). Each of the Franklin Trust, MEF Holdings and MEF Holdings II has shared power to vote, or to direct the vote, and shared power to dispose, or to direct the disposition of, an aggregate of 9,878,806, 9,309,012 and 2,419,500 shares of Common Stock, respectively. The shares beneficially owned by Franklin consist of (i) 2,419,500 shares held directly by MEF Holdings II, (ii) 2,848,971 shares of Common Stock held by RSMA LLC (all of which are deemed to be beneficially owned by Franklin and 569,794 of which are held directly by the Franklin Trust), (iii) 6,889,512 shares of Common Stock held directly by MEF Holdings, (iv) 1,302,929 shares of Common Stock held directly by Tasburgh (which Franklin has the sole power to vote pursuant to the 2020 Proxy Agreement) and (v) 395,078 shares of Common Stock held directly by PHHP (which Franklin has the sole power to vote pursuant to the 2020 Proxy Agreement). In the aggregate, such 13,855,990, 9,878,806, 9,309,012 and 2,419,500 shares of Common Stock represent approximately 5.6%, 4.0%, 3.7% and 1.0%, respectively, of all outstanding shares of Common Stock (calculated based on 248,752,742 shares of Common Stock outstanding on April 20, 2020 (as reported in the Issuer’s Quarterly Report on Form 10-Q filed on April 30, 2020)).

As of the date hereof, Ashken may be deemed to beneficially own an aggregate of 1,928,092 shares of Common Stock consisting of (i) shared power to vote, or to direct the vote of, 625,163 shares of Common Stock and (ii) shared power to dispose, or to direct the disposition of 1,928,092 shares of Common Stock. The shares beneficially owned by Ashken consist of (i) 26,283 shares of Common Stock held directly by the Ashken Trust, (ii) 598,880 shares of Common Stock held directly by IGHA Holdings and (iii) 1,302,929 shares of Common Stock held directly by Tasburgh. In the aggregate, such 1,928,092 shares of Common Stock represent approximately 0.8% of all outstanding shares of Common Stock.

As of the date hereof, Lillie may be deemed to beneficially own and have shared power to dispose, or to direct the disposition of, an aggregate of 435,668 shares of Common Stock held directly by PHHP. In the aggregate, such 435,668 shares of Common Stock represent approximately 0.2% of all outstanding shares of Common Stock.

As of the date hereof, the Berggruen Reporting Persons may be deemed to beneficially own and have shared power to dispose, or to direct the disposition of, an aggregate of 12,400,889 shares of Common Stock. In the aggregate, such 12,400,889 shares of Common Stock represent approximately 4.99% of all outstanding shares of Common Stock.

Paragraph (c) of Item 5 of the Statement is hereby amended by adding the following:

(c)

On June 5, 2020, BHL sold 500,000 shares of Common Stock in a block trade at a price of $12.00 per share.

On June 5, 2020, 9,681 restricted stock units held by Mr. Ashken vested and Mr. Ashken received 9,681 shares of Common Stock. Additionally, on June 5, 2020, Mr. Ashken transferred 9,681 shares of Common Stock to the Ashken Trust.

On June 30, 2020, BHL sold 120,000 shares of Common Stock in a block trade at a price of $10.79 per share.

Except as otherwise described herein, no other transactions were effected by the Reporting Persons in the past 60 days.

Paragraph (e) of Item 5 of the Statement is hereby amended and restated in its entirety as follows:

(e)

The Berggruen Reporting Persons ceased to be beneficial owners of more than five percent of the Common Stock on June 30, 2020.

Item 6.

Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.

The information regarding the Termination Letter under Item 4 is incorporated herein by reference.

Item 7.

Materials to be Filed as Exhibits.

Exhibit A — Joint Filing Agreement among the Reporting Persons, dated February 28, 2020 (incorporated by reference to Exhibit A to the Amendment filed by the Reporting Persons with respect to the Issuer on February 28, 2020).

Exhibit B — Termination Letter, dated June 30, 2020.

SIGNATURE

After reasonable inquiry and to the best of each of the Reporting Person’s knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.


Dated: June 30, 2020	MARTIN E. FRANKLIN REVOCABLE TRUST

	By:	/s/ Martin E. Franklin
	Martin E. Franklin, as settlor and trustee of the Martin E. Franklin Revocable Trust

	MEF HOLDINGS, LLLP

	By: MEF Holdings, LLC
	Its: General Partner

	By: Mariposa Capital, LLC
	Its: Manager

	By:	/s/ Desiree DeStefano
	Name: Desiree DeStefano
	Title: Chief Financial Officer

	MEF HOLDINGS II, LLLP

	By: MEF Holdings, LLC
	Its: General Partner

	By: Mariposa Capital, LLC
	Its: Manager

	By:	/s/ Desiree DeStefano
	Name: Desiree DeStefano
	Title: Chief Financial Officer

	/s/ Martin E. Franklin
	Martin E. Franklin

[Signature Page to Amendment No. 11 to Schedule 13D]


TASBURGH, LLC

By:		/s/ Ian G.H. Ashken
Name: Ian G.H. Ashken
Title: Managing Member

IGHA HOLDINGS, LLLP

By: IGHA Holdings, LLC
Its: General Partner

By:		/s/ Ian G.H. Ashken
Name: Ian G.H. Ashken
Title: Managing Member

THE IAN G.H. ASHKEN LIVING TRUST

By:		/s/ Ian G.H. Ashken
Ian G.H. Ashken, as settlor and trustee of The Ian G.H. Ashken Living Trust

/s/ Ian G.H. Ashken
Ian G.H. Ashken

POWDER HORN HILL PARTNERS II, LLC

By:		/s/ James E. Lillie
Name: James E. Lillie
Title: Managing Member

/s/ James E. Lillie
James E. Lillie

[Signature Page to Amendment No. 11 to Schedule 13D]


BERGGRUEN HOLDINGS LTD

By:		/s/ Justin Topilow
Name: Justin Topilow
Title: Director

NICOLAS BERGGRUEN CHARITABLE TRUST

By: MAITLAND TRUSTEES LIMITED, AS TRUSTEE

By:		/s/ Colin Bird
Name: Colin Bird
Title: Authorised Signatory

By:		/s/ Tessa Burrows
Name: Tessa Burrows
Title: Authorised Signatory

[Signature Page to Amendment No. 11 to Schedule 13D]

EX-99.B 2 d19210dex99b.htm EX-99.B EX-99.B

EXHIBIT B

TERMINATION LETTER

June 30, 2020

Nicolas Berggruen

Berggruen Holdings Ltd.

c/o Berggruen Holdings Inc.

304 S. Broadway #550

Los Angeles, CA 90013

Dear Nicolas:

Reference is made to that certain Proxy Agreement, by and between Berggruen Holdings Ltd. and myself, effective as of May 3, 2018 (the “Agreement”). I hereby elect to terminate the Agreement effective immediately.

Very truly yours,

/s/ Martin E. Franklin

Martin E. Franklin