0001590714-19-000068.txt : 20190419
0001590714-19-000068.hdr.sgml : 20190419
20190419182938
ACCESSION NUMBER: 0001590714-19-000068
CONFORMED SUBMISSION TYPE: 4/A
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20181221
FILED AS OF DATE: 20190419
DATE AS OF CHANGE: 20190419
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: FRANKLIN MARTIN E
CENTRAL INDEX KEY: 0000940603
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4/A
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-36272
FILM NUMBER: 19758389
MAIL ADDRESS:
STREET 1: C/O MARIPOSA CAPITAL, LLC
STREET 2: 5200 BLUE LAGOON DRIVE, SUITE 855
CITY: MIAMI
STATE: FL
ZIP: 33126
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: Element Solutions Inc
CENTRAL INDEX KEY: 0001590714
STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890]
IRS NUMBER: 000000000
STATE OF INCORPORATION: DE
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: 1450 CENTREPARK BOULEVARD
STREET 2: SUITE 210
CITY: WEST PALM BEACH
STATE: FL
ZIP: 33401
BUSINESS PHONE: 561-207-9600
MAIL ADDRESS:
STREET 1: 1450 CENTREPARK BOULEVARD
STREET 2: SUITE 210
CITY: WEST PALM BEACH
STATE: FL
ZIP: 33401
FORMER COMPANY:
FORMER CONFORMED NAME: Platform Specialty Products Corp
DATE OF NAME CHANGE: 20131031
4/A
1
wf-form4a_155571296233356.xml
FORM 4/A
X0306
4/A
2018-12-21
2018-12-26
0
0001590714
Element Solutions Inc
ESI
0000940603
FRANKLIN MARTIN E
C/O ELEMENT SOLUTIONS INC
1450 CENTREPARK BLVD, SUITE 210
WEST PALM BEACH
FL
33401
1
0
1
1
Executive Chairman
Common Stock, par value $0.01 per share
2018-12-21
4
S
0
2419258
D
2419500
I
By MEF Holdings II, LLLP
Common Stock, par value $0.01 per share
2437449
I
By MEF Holdings, LLLP
Common Stock, par value $0.01 per share
10449987
I
By Mariposa Acquisition, LLC
Common Stock, par value $0.01 per share
243110
I
By RSMA, LLC
THIS AMENDMENT ON FORM 4/A IS BEING FILED TO AMEND THE ORIGINAL FORM 4 FILED ON DECEMBER 26, 2018 (THE "ORIGINAL FORM 4") FOLLOWING A THIRD-PARTY VALUATION IN CONNECTION WITH THE TRANSFER OF THE LP INTEREST (AS DEFINED IN FOOTNOTE 4 BELOW) MADE FOR ESTATE PLANNING PURPOSES. EXCEPT FOR SUCH VALUATION, ALL OTHER REPORTED INFORMATION IN TABLE I REMAINS UNCHANGED. THIS TRANSACTION DID NOT IMPACT THE AGGREGATE NUMBER OF SHARES OVER WHICH THE REPORTING PERSON HAD THE POWER TO VOTE OR TO DIRECT THE VOTE OR THE POWER TO DISPOSE OR TO DIRECT THE DISPOSITION.
On December 21, 2018, the reporting person transferred the LP Interest to MEF Holdings, LLLP ("MEF LLLP") for an installment note, as further described in the Original Form 4. The reporting person is the indirect general partner and holder of all general partnership interests of MEF LLLP.
A third-party appraisal of the fair market value of the LP Interest for federal gift tax purposes as of the date of the transaction, after application of all valuation discounts, determined the value of such LP Interest to be $6.29 per share, which was less than the price per share of the shares of the issuer as of the date of the transaction.
Prior to the transaction reported in the Original Form 4, through one or more indirect transfers for estate planning purposes, all of which were exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") pursuant to Rule 16a-13 promulgated thereunder, the reporting person transferred all of his interest in the shares previously reported as owned by the reporting person through his revocable trust which were then held by the revocable trust to a newly formed limited liability limited partnership, MEF Holdings II, LLLP ("MEF II LLLP"), of which the reporting person was, at the time of such transfers, the indirect general partner and holder of all general partnership interests of MEF II LLLP and the indirect sole limited partner and holder of all limited partnership interests of MEF II LLLP (such limited partnership interests being the "LP Interest").
Following the transaction reported in the Original Form 4, the reporting person continues to control the general partner of MEF II LLLP. As a result of the foregoing, the reporting person may be deemed to have beneficial ownership (as determined under Section 16 of the Exchange Act) of the shares held by MEF II LLLP, to the extent of his pecuniary interest therein.
The reporting person disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein.
/s/ John E. Capps as Attorney-in-Fact for Martin E. Franklin
2019-04-19