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Filing Details

Accession Number:
0001590714-19-000068
Form Type:
4/A
Zero Holdings:
No
Publication Time:
2019-04-19 18:29:38
Reporting Period:
2018-12-21
Accepted Time:
2019-04-19 18:29:38
Original Submission Date:
2018-12-26
SEC Url:
Form 4 Filing
Issuer
Cik Name Symbol Sector (SIC) IRS No
1590714 Element Solutions Inc ESI () 1231
Insiders
Cik Name Reported Address Insider Title Director Officer Large Shareholder Other
940603 E Martin Franklin C/o Element Solutions Inc
1450 Centrepark Blvd, Suite 210
West Palm Beach FL 33401
Yes No Yes Yes
Reported Non-Derivative Transactions
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 2018-12-21 2,419,258 $0.00 2,419,500 No 4 S Indirect By MEF Holdings II, LLLP
Equity Swap Involved Form Type Code Nature of Ownership Explanation
No 4 S Indirect By MEF Holdings II, LLLP
Reported Non-Derivative Holdings
Sec. Name Remaning Holdings Nature of Ownership Explanation
Common Stock, Par Value $0.01 Per Share 2,437,449 Indirect By MEF Holdings, LLLP
Common Stock, Par Value $0.01 Per Share 10,449,987 Indirect By Mariposa Acquisition, LLC
Common Stock, Par Value $0.01 Per Share 243,110 Indirect By RSMA, LLC
Footnotes
  1. 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.
  2. 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.
  3. 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.
  4. 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").
  5. 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.