0001104659-20-064796.txt : 20200521 0001104659-20-064796.hdr.sgml : 20200521 20200521163242 ACCESSION NUMBER: 0001104659-20-064796 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: Gulf Hungary Holding Korlatolt Felelossegu Tarsasag CENTRAL INDEX KEY: 0001783455 STATE OF INCORPORATION: K5 FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-12019 FILM NUMBER: 20902313 BUSINESS ADDRESS: STREET 1: FURJ UTCA 2 CITY: BUDAPEST STATE: K5 ZIP: 1124 BUSINESS PHONE: 36-1-6464628 MAIL ADDRESS: STREET 1: FURJ UTCA 2 CITY: BUDAPEST STATE: K5 ZIP: 1124 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 tm2020583d3_4.xml OWNERSHIP DOCUMENT X0306 4 2020-05-19 0 0000081362 QUAKER CHEMICAL CORP KWR 0001783455 Gulf Hungary Holding Korlatolt Felelossegu Tarsasag BAH CENTER, 2 FURJ STREET BUDAPEST K5 1124 HUNGARY 0 0 1 0 Common Stock 2020-05-19 4 J 0 500000 D 369498 D Common Stock 2020-05-19 4 J 0 500000 A 3904453 I By QH Hungary Holdings Limited Prepaid Variable Forward Sale Contract 2020-05-19 4 J 1 350000 A Common Stock 350000 350000 I By QH Hungary Holdings Limited Capital contribution by the reporting person to QH Hungary Holdings Limited, a wholly owned subsidiary of the reporting person ("QH Hungary") in exchange for one ordinary share of QH Hungary. On May 19, 2020, QH Hungary 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, QH Hungary 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 QH Hungary'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, QH Hungary 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"), QH Hungary 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"), QH Hungary 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, QH Hungary 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 Gulf Hungary Holding Korlatolt Felelossegu Tarsasag 2020-05-21