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 |
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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)
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2. Issuer Name and Ticker or Trading Symbol
Element Solutions Inc [ ESI ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 08/21/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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, par value $0.01 per share | 08/21/2023 | J | 400,000(1) | D | (2) | 500,000 | I | By Martin E. Franklin Revocable Trust(3) | ||
Common Stock, par value $0.01 per share | 08/21/2023 | J | 400,000(1) | A | (2) | 400,000 | I | By Family Trust(4) | ||
Common Stock, par value $0.01 per share | 1,037,000 | I | By Foundation(5) | |||||||
Common Stock, par value $0.01 per share | 6,889,513 | I | By MEF Holdings, LLLP(6) | |||||||
Common Stock, par value $0.01 per share | 2,848,971 | I | By RSMA, LLC(7) | |||||||
Common Stock, par value $0.01 per share | 2,419,500 | I | By MEF Holdings II, LLLP(8) |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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. In connection with an estate planning transaction, the Revocable Trust (defined below) transferred shares of the Issuer's common stock to the Family Trust (defined below). There were no third parties involved in this transaction, which was purely estate planning in nature. |
2. For tax purposes, the shares were transferred for a price equal to $19.15 per share, which represents the fair market value of a share of the Issuer's common stock based on the average of the high and low trading prices on the transaction date. |
3. Shares are held by the Martin E. Franklin Revocable Trust ("Revocable Trust"), of which Mr. Franklin is the sole settlor, trustee and lifetime beneficiary. |
4. Shares are held by the Sir Martin E. Franklin Family Trust ("Family Trust"), of which Mr. Franklin is a trustee and he and his descendants are beneficiaries. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein. |
5. Shares are held by a charitable foundation in which the reporting person serves as a director and officer. Mr. Franklin disclaims beneficial ownership of, and has no pecuniary interest in, these shares. |
6. Shares are held directly by MEF Holdings, LLLP, the general partner of which is wholly-owned by the Revocable Trust. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein. |
7. Shares are held by directly by RSMA, LLC, of which Mr. Franklin is the managing member. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein. |
8. Shares are held by MEF Holdings II, LLLP, the general partner of which is wholly-owned by the Revocable Trust. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein. |
Remarks: |
/s/ John E. Capps as Attorney-in-Fact for Martin E. Franklin | 08/22/2023 | |
** 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. |