0001104659-20-064793.txt : 20200521 0001104659-20-064793.hdr.sgml : 20200521 20200521163159 ACCESSION NUMBER: 0001104659-20-064793 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200519 FILED AS OF DATE: 20200521 DATE AS OF CHANGE: 20200521 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: QH Hungary Holdings Ltd CENTRAL INDEX KEY: 0001808660 STATE OF INCORPORATION: E9 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12019 FILM NUMBER: 20902303 BUSINESS ADDRESS: STREET 1: STERLING TRUST CAYMAN LTD, WH STREET 2: 238 NORTH CHURCH STREET, P.O BOX 1043 CITY: GEORGE TOWN STATE: E9 ZIP: KY1-1102 BUSINESS PHONE: 36 1 646 4638 MAIL ADDRESS: STREET 1: STERLING TRUST CAYMAN LTD, WH STREET 2: 238 NORTH CHURCH STREET, P.O BOX 1043 CITY: GEORGE TOWN STATE: E9 ZIP: KY1-1102 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: QUAKER CHEMICAL CORP CENTRAL INDEX KEY: 0000081362 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PRODUCTS OF PETROLEUM & COAL [2990] IRS NUMBER: 230993790 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: ONE QUAKER PARK STREET 2: 901 HECTOR STREET CITY: CONSHOHOCKEN STATE: PA ZIP: 19428 BUSINESS PHONE: 6108324000 MAIL ADDRESS: STREET 1: ONE QUAKER PARK STREET 2: 901 HECTOR ST CITY: CONSHOHOCKEN STATE: PA ZIP: 19428 4 1 tm2020583d2_4.xml OWNERSHIP DOCUMENT X0306 4 2020-05-19 0 0000081362 QUAKER CHEMICAL CORP KWR 0001808660 QH Hungary Holdings Ltd BAH CENTER, 2 FURJ STREET BUDAPEST K5 1124 HUNGARY 0 0 1 0 Common Stock 2020-05-19 4 J 0 500000 A 3904453 D Prepaid Variable Forward Sale Contract 2020-05-19 4 J 1 350000 A Common Stock 350000 350000 D Capital contribution from Gulf Hungary Holding Korlatolt Felelossegu Tarsasag to the reporting person in exchange for one ordinary share of the reporting person. On May 19, 2020, the reporting person entered into a prepaid variable share forward transaction with Citibank, N.A. ("Citibank") The transaction is divided into 16 components (each a "Component"). For each Component, the reporting person is obligated to deliver to Citibank, on the settlement date (the "Settlement Date") determined based on the specified scheduled valuation date within the period from April 28, 2022 to May 19, 2022, up to 21,875 shares of Common Stock of the Issuer ("Shares") (or, at the reporting person's option, an equivalent amount of cash) based on the average market price of the Shares determined as described below. In exchange for assuming such obligation, the reporting person received an upfront cash prepayment of $44,957,909.41. See Remarks. The number of Shares (or the cash equivalent) to be delivered to Citibank on each Settlement Date is to be determined as follows: (a) if the volume-weighted average price per Share on the relevant valuation date, as reasonably determined by Citibank by reference to the Bloomberg Page "KWR <equity> AQR <Go>" (or any successor page thereto) (provided that, if such price is not so reported for any reason or is, in Citibank's reasonable discretion, erroneous, a price determined by Citibank in good faith and a commercially reasonable manner) (the "Settlement Price") is equal to or less than $149.00 per Share (the "Forward Floor Price"), the reporting person will deliver to Citibank 21,875 Shares; (b) if the Settlement Price is between the Forward Floor Price and $180.00 per Share (the "Forward Cap Price"), the reporting person will deliver to Citibank a number of Shares equal to 21,875 shares multiplied by a fraction, the numerator of which is the Forward Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, the reporting person will deliver to Citibank a number of Shares equal to the product of (i) 21,875 Shares and (ii) a fraction (A) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (B) the denominator of which is the Settlement Price. /s/ Judit Rozsa, Managing Director, on behalf of QH Hungary Holdings Limited 2020-05-21