0001104659-21-144483.txt : 20211129
0001104659-21-144483.hdr.sgml : 20211129
20211129163941
ACCESSION NUMBER: 0001104659-21-144483
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20211124
FILED AS OF DATE: 20211129
DATE AS OF CHANGE: 20211129
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: 211456747
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
tm2134125d2_4.xml
OWNERSHIP DOCUMENT
X0306
4
2021-11-24
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
2021-11-24
4
J
1
350000
A
Common Stock
350000
350000
I
By QH Hungary Holdings Limited
Prepaid Variable Forward Sale Contract
2021-11-24
4
J
1
175000
A
Common Stock
175000
175000
I
By QH Hungary Holdings Limited
Prepaid Variable Forward Sale Contract
2021-11-24
4
J
1
98644
A
Common Stock
98644
98644
I
By QH Hungary Holdings Limited
Prepaid Variable Forward Sale Contract
2021-11-24
4
J
1
51467
A
Common Stock
51467
51467
I
By QH Hungary Holdings Limited
Prepaid Variable Forward Sale Contract
2021-11-24
4
J
1
175000
A
Common Stock
175000
175000
I
By QH Hungary Holdings Limited
Prepaid Variable Forward Sale Contract
2021-11-24
4
J
1
42889
A
Common Stock
42889
42889
I
By QH Hungary Holdings Limited
On November 24, 2021, QH Hungary Holdings Limited, a wholly owned subsidiary of the reporting person ("QH Hungary") amended three existing and previously reported prepaid variable share forward transactions with Citibank, N.A. ("Citibank"). See Footnote 2 and Remarks for details of the amended transactions.
Two of the amended prepaid forward transactions with Citibank are each divided into 50 components, and the other amended prepaid forward transaction with Citibank is divided into one tranche ("Tranche 1") of 50 components and a second tranche ("Tranche 2") of 30 components (each a "Component").
For each Component, QH Hungary is obligated to deliver, on the settlement date (the "Settlement Date") determined based on the specified scheduled valuation date within the periods from November 28, 2023 to February 8, 2024, March 24, 2023 to June 5, 2023 (Tranche 1), July 7, 2022 to August 17, 2022 (Tranche 2) or from March 24, 2023 to June 5, 2023 (as applicable) either, at the QH Hungary's option, (i) (A) up to 7,000 Shares, (B) up to 1,750 Shares (Tranche 1) and up to 2,916 Shares (or 2,917 Shares for the last 20 Settlement Dates) (Tranche 2), and (C) up to 1,973 Shares (or 1,972 Shares for the last six Settlement Dates) to Citibank (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 amending the three prepaid forward contracts, QH Hungary received a net cash payment of $734,269.57 from Citibank.
On November 24, 2021, QH Hungary amended three existing and previously reported prepaid variable share forward transaction with Royal Bank of Canada ("RBC"). See Footnote 4 and Remarks for details of the amended transactions.
Two of the amended prepaid forward transactions with RBC are each divided into 50 Components, and the other amended prepaid forward transaction with RBC is divided into one tranche ("Tranche 1") of 50 Components and a second tranche ("Tranche 2") of 30 Components.
For each Component, QH Hungary is obligated to deliver, on the settlement date (the "Settlement Date") determined based on the specified scheduled valuation date within the periods from November 28, 2023 to February 8, 2024, March 24, 2023 to June 5, 2023 (Tranche 1), July 7, 2022 to August 17, 2022 (Tranche 2) or from March 24, 2023 to June 5, 2023 (as applicable) either, at the QH Hungary's option, (i) (A) up to 1,030 Shares (or 1,029 Shares for the last 33 Settlement Dates), (B) up to 1,750 Shares (Tranche 1) and up to 2,916 Shares (or 2,917 Shares for the last 20 Settlement Dates) (Tranche 2), and (C) up to 858 Shares (or 857 Shares for the last 11 Settlement Dates) to RBC (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 amending the three prepaid forward contracts, QH Hungary paid a net cash payment of $1,334,269.57 to RBC.
The number of Shares (or, at the 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 $239.4600 per Share (or, in the case of each Tranche 2, $242.25 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 $258.6168 per Share (or, in the case of each Tranche 2, $285.86 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
2021-11-29