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