0001104659-22-085638.txt : 20220803
0001104659-22-085638.hdr.sgml : 20220803
20220803161649
ACCESSION NUMBER: 0001104659-22-085638
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20220801
FILED AS OF DATE: 20220803
DATE AS OF CHANGE: 20220803
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: QH Hungary Holdings Ltd
CENTRAL INDEX KEY: 0001808660
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12019
FILM NUMBER: 221132840
BUSINESS ADDRESS:
STREET 1: STERLING TRUST CAYMAN LTD, WH
STREET 2: 238 NORTH CHURCH STREET, P.O BOX 1043
CITY: GEORGE TOWN
STATE: E9
ZIP: KY1-1102
BUSINESS PHONE: 36 1 646 4638
MAIL ADDRESS:
STREET 1: STERLING TRUST CAYMAN LTD, WH
STREET 2: 238 NORTH CHURCH STREET, P.O BOX 1043
CITY: GEORGE TOWN
STATE: E9
ZIP: KY1-1102
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
tm2222357-1_4seq1.xml
OWNERSHIP DOCUMENT
X0306
4
2022-08-01
0
0000081362
QUAKER CHEMICAL CORP
KWR
0001808660
QH Hungary Holdings Ltd
BAH CENTER, 2 FURJ STREET
BUDAPEST
K5
1124
HUNGARY
0
0
1
0
Common Stock
2022-08-01
4
J
1
2917
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Common Stock
2022-08-01
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3288
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Common Stock
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2917
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Common Stock
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1
1430
D
4042237
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Common Stock
2022-08-01
4
J
1
1716
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Common Stock
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Common Stock
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4
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1
3288
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Common Stock
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1
2917
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Common Stock
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1430
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Common Stock
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1716
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Common Stock
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Common Stock
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Common Stock
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Common Stock
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1
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4015985
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Variable Prepaid Forward Sale Contract (obligation to sell)
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4
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2022-08-01
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Common Stock
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Variable Prepaid Forward Sale Contract (obligation to sell)
2022-08-01
4
J
1
3288
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2022-08-01
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Common Stock
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Variable Prepaid Forward Sale Contract (obligation to sell)
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4
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1
2917
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2022-08-01
2022-08-01
Common Stock
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Variable Prepaid Forward Sale Contract (obligation to sell)
2022-08-01
4
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1
1430
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Common Stock
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D
Variable Prepaid Forward Sale Contract (obligation to sell)
2022-08-01
4
J
1
1716
0
D
2022-08-01
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Common Stock
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D
Variable Prepaid Forward Sale Contract (obligation to sell)
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4
J
1
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Common Stock
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Variable Prepaid Forward Sale Contract (obligation to sell)
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4
J
1
3288
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2022-08-02
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Common Stock
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D
Variable Prepaid Forward Sale Contract (obligation to sell)
2022-08-02
4
J
1
2917
0
D
2022-08-02
2022-08-02
Common Stock
128338
125421
D
Variable Prepaid Forward Sale Contract (obligation to sell)
2022-08-02
4
J
1
1430
0
D
2022-08-02
2022-08-02
Common Stock
20020
18590
D
Variable Prepaid Forward Sale Contract (obligation to sell)
2022-08-02
4
J
1
1716
0
D
2022-08-02
2022-08-02
Common Stock
24024
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D
Variable Prepaid Forward Sale Contract (obligation to sell)
2022-08-03
4
J
1
2917
0
D
2022-08-03
2022-08-03
Common Stock
125421
122504
D
Variable Prepaid Forward Sale Contract (obligation to sell)
2022-08-03
4
J
1
3288
0
D
2022-08-03
2022-08-03
Common Stock
42748
39460
D
Variable Prepaid Forward Sale Contract (obligation to sell)
2022-08-03
4
J
1
2917
0
D
2022-08-03
2022-08-03
Common Stock
125421
122504
D
Variable Prepaid Forward Sale Contract (obligation to sell)
2022-08-03
4
J
1
1430
0
D
2022-08-03
2022-08-03
Common Stock
18590
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D
Variable Prepaid Forward Sale Contract (obligation to sell)
2022-08-03
4
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1
1716
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2022-08-03
2022-08-03
Common Stock
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On August 1, 2022, August 2, 2022 and August 3, 2022, the Reporting Person settled a portion of two existing and previously reported variable prepaid forward sale contracts ("VPFs") with Citibank, N.A. ("Citibank"). See Footnotes 2, 3 and 4 and Remarks for details of the transaction.
One of the VPFs with Citibank entered into on March 9, 2021 covering a maximum aggregate amount of 98,644 shares ("Citi VPF March 2021") is divided into 30 components, and the other VPF with Citibank originally entered into on May 26, 2020, as amended and restated on March 9, 2021 and as further amended and restated on November 24, 2021 covering a maximum aggregate amount of 175,000 shares ("Citi VPF May 2020") is divided into one tranche ("Tranche 1") of 50 components for 87,500 shares and a second tranche ("Tranche 2") of 30 components for 87,500 shares (each a "Component").
For each Component, the reporting person is obligated to deliver, on the settlement date (the "Settlement Date") determined based on the specified scheduled valuation date within the periods from (i) July 7, 2022 to August 17, 2022 for the Citi VPF March 2021 and (ii) March 24, 2023 to June 5, 2023 (Tranche 1) and July 7, 2022 to August 17, 2022 (Tranche 2) (as applicable) for the Citi VPF May 2020 either, at the reporting person's option, (i) (A) up to 3,288 Shares (or 3,289 Shares for the last four Settlement Dates) for the Citi VPF March 2021 and (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) for the Citi VPF May 2020, 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 entering into the Citi VPF March 2021, the reporting person received an aggregate prepayment amount of $20,861,652 from Citibank and in exchange for entering into the Citi VPF May 2020, the reporting person received an aggregate prepayment amount of $23,825,731 from Citibank.
On August 1, 2022, August 2, 2022 and August 3, 2022, the Reporting Person settled a portion of two existing and previously reported VPFs with Royal Bank of Canada ("RBC"). See Footnotes 6, 7 and 8 and Remarks for details of the transaction.
One of the VPFs with RBC entered into on March 9, 2021 covering a maximum aggregate amount of 42,899 shares ("RBC VPF March 2021") is divided into 30 components, and the other VPF with RBC originally entered into on May 26, 2020, as amended and restated on March 9, 2021 and as further amended and restated on November 24, 2021 covering a maximum aggregate amount of 175,000 shares ("RBC VPF May 2020") is divided into one tranche ("Tranche 1") of 50 components for 87,500 shares and a second tranche ("Tranche 2") of 30 components for 87,500 shares (each a "Component").
For each Component, the reporting person is obligated to deliver, on the settlement date (the "Settlement Date") determined based on the specified scheduled valuation date within the periods from (i) March 24, 2023 to June 5, 2023 (Tranche 1) and July 7, 2022 to August 17, 2022 (Tranche 2) for the RBC VPF May 2020 and (ii) from July 7, 2022 to August 17, 2022 (as applicable) for the RBC VPF March 2021 either, at the reporting person's option, (i) (A) 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) for the RBC VPF May 2020, and (B) up to 1,429 Shares (or 1,430 Shares for the last nineteen Settlement Dates) for the RBC VPF March 2021, 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 entering into the RBC VPF March 2021, the reporting person received an aggregate prepayment amount of $9,070,347 from RBC and in exchange for entering into the RBC VPF May 2020, the reporting person received an aggregate prepayment amount of $23,825,731 from RBC.
On August 1, 2022, August 2, 2022 and August 3, 2022, the Reporting Person settled a portion of an existing and previously reported VPF with JPMorgan Chase Bank, National Association ("JPMorgan"). See Footnotes 10 and 11 and Remarks for details of the transaction.
The VPF with JPMorgan entered into on March 9, 2021 covering a maximum aggregate amount of 51,467 shares ("JPM VPF March 2021") is divided into 30 Components. For each Component, the reporting person is obligated to deliver, on each Settlement Date either, at the reporting person's option, (i) up to 1,715 Shares (or 1,716 Shares for the last seventeen Settlement Dates) for the JPM VPF March 2021, to JPMorgan (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 entering into the JPM VPF March 2021, the reporting person received an aggregate prepayment amount of $10,884,459 from JPMorgan.
The number of Shares (or, at the reporting person'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 $242.25 per Share (or, in the case of each Tranche 1, $239.4600 per Share) (the "Forward Floor Price"), the reporting person will deliver to the applicable bank the Subject Number of Shares; (b) if the Settlement Price is between the Forward Floor Price and $285.86 per Share (or, in the case of each Tranche 1, $258.6168 per Share) (the "Forward Cap Price"), the reporting person 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, the reporting person 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 the Reporting Person
2022-08-03