FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
|
|||||||||||||||
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. |
1. Name and Address of Reporting Person*
(Street)
|
2. Issuer Name and Ticker or Trading Symbol
QUAKER CHEMICAL CORP [ KWR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
|
||||||||||||||||||||||||
3. Date of Earliest Transaction
(Month/Day/Year) 10/13/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) 10/17/2023 |
6. Individual or Joint/Group Filing (Check Applicable Line)
|
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
---|---|---|---|---|---|---|---|---|---|---|
1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 10/13/2023 | J(1)(2) | 14,432 | D | $190.37 | 4,015,131(1)(2)(3) | I(1)(2)(3) | Indirect is by QH Hungary Holdings Limited(1)(2)(3) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
Explanation of Responses: |
1. QH Hungary Holdings Limited ("QH Hungary") is a wholly owned subsidiary of the Reporting Person. On October 13, 2023, (a) 14,432 shares of Common Stock of the Issuer ("Shares") beneficially owned by the Reporting Person but held in the name of Citibank N.A. pursuant to an escrow agreement in order to secure the Reporting Person's indemnification obligations related to the Issuer's acquisition of Global Houghton Ltd. were released from escrow to the Issuer in order to satisfy such indemnification obligations and (b) 17,737 Shares were released from escrow to the Reporting Person as such Shares were no longer needed to secure indemnification obligations. |
2. Following such escrow release, the Reporting Person continues to (i) directly beneficially own 22,754 Shares, 5,017 of which are held in the name of Citibank N.A. pursuant to the escrow agreement described above and (ii) indirectly beneficially own 3,992,377 Shares, which are owned by QH Hungary, for a total direct and indirect beneficial ownership of 4,015,131 Shares by the Reporting Person. |
3. This Amendment (this "Amendment") to the Form 4 originally filed on October 17, 2023 is being filed to list the total direct and indirect beneficial ownership of 4,015,131 Shares by the Reporting Person in Sections 5 and 6 of Table I instead of only the indirect beneficial ownership of the Shares that are held by QH Hungary, which indirect beneficial ownership was incorrectly listed as 3,977,945 and which instead should have been 3,992,377. This Amendment also supplements and corrects the share numbers listed in footnote 1 above. |
/s/ Judit Rozsa, Managing Director, on behalf of the Reporting Person | 11/27/2023 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |