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