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