0001562180-23-000052.txt : 20230103 0001562180-23-000052.hdr.sgml : 20230103 20230103204517 ACCESSION NUMBER: 0001562180-23-000052 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20221229 FILED AS OF DATE: 20230103 DATE AS OF CHANGE: 20230103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: ERMI THOMAS CENTRAL INDEX KEY: 0001650313 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-36316 FILM NUMBER: 23504110 MAIL ADDRESS: STREET 1: C/O AGROFRESH SOLUTIONS, INC. STREET 2: 100 S. INDEPENDENCE MALL WEST CITY: PHILADELPHIA STATE: PA ZIP: 19106 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: AgroFresh Solutions, Inc. CENTRAL INDEX KEY: 0001592016 STANDARD INDUSTRIAL CLASSIFICATION: AGRICULTURE CHEMICALS [2870] 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 4 1 primarydocument.xml PRIMARY DOCUMENT X0306 4 2022-12-29 false 0001592016 AgroFresh Solutions, Inc. AGFS 0001650313 ERMI THOMAS ONE WASHINGTON SQUARE 510-530 WALNUT STREET, SUITE 1350 PHILADELPHIA PA 19106 false true false false EVP,Secretary&General Counsel Common Stock 2022-12-29 4 A false 98681.00 A 128081.00 D Common Stock 2022-12-29 4 F false 7057.00 2.96 D 183771.00 D Common Stock 2022-12-29 4 F false 6372.00 2.96 D 63184.00 D Common Stock 2022-12-29 4 F false 5495.00 2.96 D 48989.00 D Common Stock 13735.00 D Common Stock 12297.00 D Common Stock 5492.00 D On December 29, 2022, in order to mitigate or eliminate the amount of excise tax that might be payable by the Reporting Person in certain circumstances pursuant to Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, the Board of Directors of the Issuer approved accelerated vesting of the Reporting Person's equity awards that were otherwise scheduled to vest in March and April of 2023, including service-based restricted stock units ("RSUs") and performance-based stock units ("PSUs"), with PSUs accelerating vesting at a performance level equal to 128.1% of target and with all such RSU and PSU accelerations occurring on December 29, 2022. RSUs convert into common stock on a one-for-one basis upon vesting. The Reporting Person was granted 77,034 restricted shares in 2020, vesting in three equal annual installments beginning on April 14, 2021. The remaining unvested shares vested in full effective December 29, 2022, and 7,057 shares were forfeited effective December 29, 2022 in satisfaction of taxes payable upon vesting, resulting in 18,621 shares being acquired effective December 29, 2022. The Reporting Person was granted 69,556 restricted shares in 2022, originally vesting in three equal annual installments beginning on April 1, 2023. 6,372 shares were forfeited effective December 29, 2022 in satisfaction of taxes payable upon accelerated vesting of the installment originally scheduled to vest on April 1, 2023. Shares reported in this row are in addition to shares reported in rows 1 and 2, which are not subject to restrictions. The Reporting Person was granted 59,978 restricted shares in 2021, originally vesting in three equal annual installments beginning on March 31, 2022. 5,495 shares were forfeited effective December 29, 2022 in satisfaction of taxes payable upon accelerated vesting of the installment originally scheduled to vest on March 31, 2023. Shares reported in this row are in addition to shares reported in rows 1 and 2, which are not subject to restrictions. The Reporting Person was granted 19,100 restricted shares in 2019, vesting in three equal annual installments beginning on March 29, 2020. Certain of these shares were previously forfeited in satisfaction of taxes payable upon vesting. Shares reported in this row are in addition to shares reported in rows 1 and 2, which are not subject to restrictions. The Reporting Person was granted 15,000 restricted shares in 2018, vesting in three equal annual installments beginning on April 23, 2019. Certain of these shares were previously forfeited in satisfaction of taxes payable upon vesting. Shares reported in this row are in addition to shares reported in rows 1 and 2, which are not subject to restrictions. The Reporting Person was granted 6,700 restricted shares in 2018, vesting in three equal annual installments beginning on March 29, 2019. Certain of these shares were previously forfeited in satisfaction of taxes payable upon vesting. Shares reported in this row are in addition to shares reported in rows 1 and 2, which are not subject to restrictions. /s/ Jason Simon, Attorney-in-Fact 2023-01-03