- Accession Number:
- Form Type:
- Zero Holdings:
- Publication Time:
- 2017-12-15 16:15:40
- Reporting Period:
- Accepted Time:
- 2017-12-15 16:15:40
- Original Submission Date:
- SEC Url:
- Form 4 Filing
|Cik||Name||Reported Address||Insider Title||Director||Officer||Large Shareholder||Other|
|940603||E Martin Franklin||C/o Platform Specialty Products Corp. |
1450 Centrepark Blvd, Suite 210
West Palm Beach FL 33401
|Sec. Name||Acquisiton - Disposition||Date||Amount||Price||Remaning Holdings||Equity Swap Involved||Form Type||Code||Nature of Ownership||Explanation|
|Common Stock, Par Value $0.01 Per Share||Disposition||2017-10-02||2,437,205||$7.63||2,437,449||No||4||S||Indirect||By MEF Holdings, LLLP|
|Common Stock, Par Value $0.01 Per Share||Disposition||2017-10-02||4,041,650||$7.63||10,449,987||No||4||S||Indirect||By Mariposa Acquisition, LLC|
|Equity Swap Involved||Form Type||Code||Nature of Ownership||Explanation|
|No||4||S||Indirect||By MEF Holdings, LLLP|
|No||4||S||Indirect||By Mariposa Acquisition, LLC|
|Sec. Name||Sec. Type||Acquisiton - Disposition||Date||Amount||Price||Amount - 2||Price - 2|
|Common Stock||Series A Preferred Stock, par value $0.01 per share||Disposition||2017-10-02||409,966||$8.31||409,966||$0.00|
|Remaning Holdings||Exercise Date||Expiration Date||Equity Swap Involved||Transaction Form Type||Transaction Code||Nature of Ownership|
|Sec. Name||Remaning Holdings||Nature of Ownership||Explanation|
|Common Stock, Par Value $0.01 Per Share||243,110||Indirect||By RSMA, LLC|
- On October 2, 2017, the reporting person sold the LP Interest (as defined in footnote 3 below) to a trust for an installment note as further described in footnote 2 below.
- The reported per share price is the portion of the fair market value of the LP Interest for federal gift tax purposes representing the value of the shares reported as sold herein, as determined pursuant to a third-party appraisal.
- Prior to the sale transaction reported herein, through a series of 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 (i) all of his interest in the shares previously reported as owned by the reporting person through his revocable trust and (ii) 3,868 units of Mariposa Acquisition, LLC ("Mariposa"), in each case, which were then held by the revocable trust to a newly formed limited liability limited partnership, MEF Holdings, LLLP (the "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 the LLLP and the indirect sole limited partner and holder of all limited partnership interests of LLLP (such limited partnership interests being the "LP Interest").
- Following the sale transaction reported herein, the reporting person will continue to control the general partner of the LLLP and will continue to serve as the managing member of Mariposa. 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 the LLLP and Mariposa, respectively, to the extent of his pecuniary interest therein.
- Each share of Series A Preferred Stock is convertible at any time at the election of the holder, on a one-for-one basis, into shares of the Issuer's common stock for no additional consideration. The Series A Preferred Stock shall automatically convert into the Issuer's common stock upon the earlier to occur of (i) a change of control of the Issuer or (ii) December 31, 2020 (unless extended in accordance with the terms of the Series A Preferred Stock).