0001104659-23-121242.txt : 20231127 0001104659-23-121242.hdr.sgml : 20231127 20231127161508 ACCESSION NUMBER: 0001104659-23-121242 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20231122 FILED AS OF DATE: 20231127 DATE AS OF CHANGE: 20231127 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: 231440412 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 tm2331547-2_4seq1.xml OWNERSHIP DOCUMENT X0508 4 2023-11-22 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 0 Variable Prepaid Forward Sale Contract 2023-11-22 4 J 1 350000 A Common Stock 350000 350000 I By QH Hungary Holdings Limited On November 22, 2023, QH Hungary Holdings Limited, a wholly owned subsidiary of the reporting person ("QH Hungary"), amended an existing and previously reported variable prepaid forward sale contract ("VPF") with Citibank, N.A. ("Citibank"). See Footnotes 2 and 3 and Remarks for details of the amended transaction. The amended VPF with Citibank originally entered into on March 9, 2021, as amended and restated on November 24, 2021 and as further amended and restated on November 22, 2023 covering a maximum aggregate amount of 350,000 shares ("Citi VPF No. 1") is divided into 50 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 May 27, 2025 to August 7, 2025 either, at QH Hungary's option, (i) up to 7,000 Shares 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 Citi VPF No. 1, QH Hungary paid $6,296,838 to Citibank. The number of Shares (or, at QH Hungary's option, the cash equivalent) to be delivered to Citibank 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 Citibank 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 Citibank's reasonable discretion, erroneous, a price determined by Citibank in good faith and a commercially reasonable manner) (the "Settlement Price") is equal to or less than $177.9634 per Share (the "Forward Floor Price"), QH Hungary will deliver to Citibank the Subject Number of Shares; (b) if the Settlement Price is between the Forward Floor Price and $195.7597 per Share (the "Forward Cap Price"), QH Hungary will deliver to Citibank 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 Citibank 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 2023-11-27