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
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0001592016
AgroFresh Solutions, Inc.
AGFS
0001650313
ERMI THOMAS
ONE WASHINGTON SQUARE
510-530 WALNUT STREET, SUITE 1350
PHILADELPHIA
PA
19106
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EVP,Secretary&General Counsel
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2022-12-29
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Common Stock
2022-12-29
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Common Stock
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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