0001104659-20-087929.txt : 20200729 0001104659-20-087929.hdr.sgml : 20200729 20200729193214 ACCESSION NUMBER: 0001104659-20-087929 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20200727 FILED AS OF DATE: 20200729 DATE AS OF CHANGE: 20200729 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: SCHWARTZ KEVIN CENTRAL INDEX KEY: 0001817201 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36316 FILM NUMBER: 201058580 MAIL ADDRESS: STREET 1: 475 FIFTH AVENUE STREET 2: 17TH FLOOR CITY: NEW YORK CITY STATE: NY ZIP: 10017 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AgroFresh Solutions, Inc. CENTRAL INDEX KEY: 0001592016 STANDARD INDUSTRIAL CLASSIFICATION: BLANK CHECKS [6770] IRS NUMBER: 464007249 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 100 S. INDEPENDENCE MALL WEST CITY: PHILADELPHIA STATE: PA ZIP: 19106 BUSINESS PHONE: 215-592-3687 MAIL ADDRESS: STREET 1: 100 S. INDEPENDENCE MALL WEST CITY: PHILADELPHIA STATE: PA ZIP: 19106 FORMER COMPANY: FORMER CONFORMED NAME: Boulevard Acquisition Corp. DATE OF NAME CHANGE: 20131114 3 1 a3.xml 3 X0206 3 2020-07-27 0 0001592016 AgroFresh Solutions, Inc. AGFS 0001817201 SCHWARTZ KEVIN 475 FIFTH AVENUE, 17TH FLOOR NEW YORK NY 10017 1 0 1 0 Series B-1 Convertible Preferred Stock(1) Common Stock, par value $0.0001 per share 10405681 I See notes The Issuer's Series B-1 Convertible Preferred Stock, par value $0.0001 per shares (the "Series B-1 Preferred Stock"), is convertible at the option of a holder at any time into shares of common stock at an initial conversion price of $5.00 per share and subject to a cap on conversion of 19.99% of the Issuer's then outstanding common stock. The Series B-1 Preferred Stock has no expiration date. Represents the number of shares of common stock issuable based upon the conversion of 150,000 shares of Series B-1 Preferred Stock that were issued to PSP AGFS Holdings, L.P. (the "Investor") assuming 52,054,437 shares of common stock outstanding as of June 26, 2020 (as disclosed in the Form Def 14A filed by the Issuer on July 6, 2020). The Investor is the direct beneficial owner of the common stock. Paine Schwartz Food Chain Fund V GP, L.P. (the "GP") is the sole general partner of the Investor and Paine Schwartz Food Chain Fund V GP, Ltd. (the "UGP") is the sole general partner of the GP. As a result, each of the GP and the UGP may be deemed to beneficially own and have shared voting and dispositive power over such shares of common stock beneficially owned by the Investor. Mr. Schwartz serves as a director of the UGP and disclaims beneficial ownership of any common stock held of record or beneficially owned by the Investor, the GP and the UGP. Exhibit List - Exhibit 24 - Power of Attorney /s/ Kevin Schwartz, Name: Kevin Schwartz 2020-07-29 EX-24 2 ex-24.htm EX-24

Exhibit 24

 

LIMITED POWER OF ATTORNEY FOR

REPORTING OBLIGATIONS

(Kevin M. Schwartz)

 

Know all by these presents, that the undersigned hereby makes, constitutes and appoints each and any of Thomas Ermi, Corey Fox and Renata Lombardi Malavazzi as the undersigned’s true and lawful attorney-in-fact, with full power and authority as hereinafter described on behalf of and in the name, place and stead of the undersigned to:

 

(1)                                 prepare, execute, acknowledge, deliver, and file Forms ID, D, 3, 4, and 5 and any state securities (“blue sky”) filings (including any amendments thereto) with respect to the securities of AgroFresh Solutions, Inc., a Delaware corporation (the “Company”), with the United States Securities and Exchange Commission and any national securities exchanges, as considered necessary or advisable under the Securities Act of 1933 or the Securities Exchange Act of 1934 and the rules and regulations promulgated thereunder, as amended from time to time (the “Acts”);

 

(2)                                 seek or obtain, as the undersigned’s representative and on the undersigned’s behalf, information on transactions in the Company’s securities from any third party, including brokers, employee benefit plan administrators and trustees, and the undersigned hereby authorizes any such person to release any such information to the undersigned and approves and ratifies any such release of information; and

 

(3)                                 perform any and all other acts which in the discretion of such attorney-in-fact are necessary or desirable for and on behalf of the undersigned in connection with the foregoing.

 

The undersigned acknowledges that:

 

(1)                                 this Limited Power of Attorney authorizes, but does not require, such attorney-in-fact to act in their discretion on information provided to such attorney-in-fact without independent verification of such information;

 

(2)                                 any documents prepared and/or executed by such attorney-in-fact on behalf of the undersigned pursuant to this Limited Power of Attorney will be in such form and will contain such information and disclosure as such attorney-in-fact, in his or her discretion, deems necessary or desirable;

 

(3)                                 neither the Company nor such attorney-in-fact assumes (i) any liability for the undersigned’s responsibility to comply with the requirements of the Acts, (ii) any liability of the undersigned for any failure to comply with such requirements, or (iii) any obligation or liability of the undersigned for profit disgorgement under Section 16(b) of the Securities Exchange Act of 1934; and

 

(4)                                 this Limited Power of Attorney does not relieve the undersigned from responsibility for compliance with the undersigned’s obligations under the Acts, including without limitation the reporting requirements under Section 16 of the Securities Exchange Act of 1934.

 

 

The undersigned hereby gives and grants the foregoing attorney-in-fact full power and authority to do and perform all and every act and thing whatsoever requisite, necessary or appropriate to be done in and about the foregoing matters as fully to all intents and purposes as the undersigned might or could do if present, hereby ratifying all that such attorney-in-fact of, for and on behalf of the undersigned, shall lawfully do or cause to be done by virtue of this Limited Power of Attorney.

 

This Limited Power of Attorney shall remain in full force and effect until revoked by the undersigned in a signed writing delivered to such attorney-in-fact.

 

IN WITNESS WHEREOF, the undersigned has caused this Limited Power of Attorney to be executed as of this 29th day of July, 2020.

 

 

/s/ Kevin M. Schwartz

 

Kevin M. Schwartz