0001104659-20-067062.txt : 20200528
0001104659-20-067062.hdr.sgml : 20200528
20200528161830
ACCESSION NUMBER: 0001104659-20-067062
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20200526
FILED AS OF DATE: 20200528
DATE AS OF CHANGE: 20200528
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: 20921293
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
tm2021155-3_4.xml
OWNERSHIP DOCUMENT
X0306
4
2020-05-26
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
Prepaid Variable Forward Sale Contract
2020-05-26
4
J
1
175000
A
Common Stock
175000
175000
I
By QH Hungary Holdings Limited
Prepaid Variable Forward Sale Contract
2020-05-26
4
J
1
175000
A
Common Stock
175000
175000
I
By QH Hungary Holdings Limited
On May 26, 2020, QH Hungary Holdings Limited, a wholly owned subsidiary of the reporting person ("QH Hungary"), entered into a prepaid variable share forward transaction with Citibank, N.A. ("Citibank"). See Footnote 3 and Remarks for details of the transaction.
On May 26, 2020, QH Hungary entered into a prepaid variable share forward transaction with Royal Bank of Canada ("RBC"). See Footnote 3 and Remarks for details of the transaction.
The prepaid forward transactions with Citibank and RBC are each divided into 16 components (each a "Component"). For each Component, QH Hungary is obligated to deliver to the applicable bank, on the settlement date (the "Settlement Date") determined based on the specified scheduled valuation date within the period from May 20, 2022 to June 13, 2022, either, at QH Hungary's option, (i) up to 10,938 shares of common stock of the Issuer ("Shares") (or 10,937 Shares for the last eight Settlement Dates) (such Share number, "Subject Number") based on the average market price of the Shares determined as described below in Remarks or, (ii) an amount of cash equivalent to the value of such Shares. In exchange for assuming the obligation under each contract, QH Hungary received an upfront cash prepayment of $23,825,731.45 from each bank.
The number of Shares (or, at QH Hungary's option, the cash equivalent) to be delivered to the applicable bank 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 the applicable bank 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 the applicable bank's reasonable discretion, erroneous, a price determined by the applicable bank in good faith and a commercially reasonable manner) (the "Settlement Price") is equal to or less than $158.00 per Share (the "Forward Floor Price"), QH Hungary will deliver to the applicable bank the Subject Number of Shares; (b) if the Settlement Price is between the Forward Floor Price and $189.25 per Share (the "Forward Cap Price"), QH Hungary will deliver to the applicable bank a number of Shares equal to the Subject Number 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 the applicable bank a number of Shares equal to the product of (i) the Subject Number 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
2020-05-28