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