0001104659-20-100861.txt : 20200831 0001104659-20-100861.hdr.sgml : 20200831 20200831171630 ACCESSION NUMBER: 0001104659-20-100861 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20200827 FILED AS OF DATE: 20200831 DATE AS OF CHANGE: 20200831 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: 201152530 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 tm2029863d3_4.xml OWNERSHIP DOCUMENT X0306 4 2020-08-27 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 2020-08-27 4 S 0 150131 D 219367 D Common Stock 2020-08-27 4 P 0 150131 A 4054584 I By QH Hungary Holdings Limited Prepaid Variable Forward Sale Contract 2020-08-27 4 J 1 140000 A Common Stock 140000 140000 I By QH Hungary Holdings Limited Prepaid Variable Forward Sale Contract 2020-08-27 4 J 1 60000 A Common Stock 60000 60000 I By QH Hungary Holdings Limited Transfer by the reporting person to QH Hungary Holdings Limited, a wholly owned subsidiary of the reporting person ("QH Hungary"). On August 27, 2020, QH Hungary entered into a prepaid variable share forward transaction with JPMorgan Chase Bank, National Association ("JPMorgan"). See Footnote 4 and Remarks for details of the transaction. On August 27, 2020, QH Hungary entered into a prepaid variable share forward transaction with Citibank, N.A. ("Citibank"). See Footnote 4 and Remarks for details of the transaction. The prepaid forward transactions with JPMorgan and Citibank are each divided into 14 components (each a "Component"). For each Component, QH Hungary is obligated to, on the settlement date (the "Settlement Date") determined based on the specified scheduled valuation date within the period from August 18, 2022 to September 7, 2022, either, at QH Hungary's option, (i) up to 10,000 Shares to JPMorgan and up to 4,286 Shares (or 4,282 Shares for the last Settlement Date) to Citi (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 $9,481,130.00 and $22,122,636.00 from Citibank and JPMorgan, respectively. 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 such 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 $178.60 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 $216.20 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 2020-08-31