Ashken Ian G H acquired 7,365 shares, converted options into 7,365 shares and disposed of 7,365 shares (SEC Form 4)
$ESI
Major Chemicals
Industrials
| 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) 06/04/2024 | ||||||||||||||||||||||||||
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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 | 06/04/2024 | M | 7,365 | A | (1) | 7,365 | D | |||
| Common Stock, par value $0.01 per share | 06/04/2024 | J | 7,365 | D | (1) | 0 | D | |||
| Common Stock, par value $0.01 per share | 06/04/2024 | J | 7,365 | A | (1) | 7,365 | I | By Trust(2) | ||
| Common Stock, par value $0.01 per share | 1,353,995(3) | I | By Tasburgh, LLC | |||||||
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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 | ||||||||
| Restricted Stock Units | $0 | 06/04/2024 | M | 7,365 | (1) | (1) | Common Stock | 7,365 | (1) | 0 | D | ||||
| Restricted Stock Units | $0 | 06/04/2024 | A | 6,045 | (4) | (4) | Common Stock | 6,045 | (4) | 6,045 | D | ||||
| Explanation of Responses: |
| 1. This transaction represents the settlement of previously-reported restricted stock units ("RSUs"), which vested on 6/4/24. Each RSU represented a contingent right to receive one share of the Issuer's common stock. |
| 2. The shares are held by a revocable trust. Mr. Ashken is the trustee of this trust and may be considered to have beneficial ownership of the trust's interests in the Issuer. Mr. Ashken disclaims beneficial ownership of any shares in which he does not have a pecuniary interest. |
| 3. Includes 5,100 shares acquired via dividend reinvestment due to a broker clerical error. |
| 4. Each RSU represents a right to receive one share of the Issuer's common stock. These RSUs will vest on the earlier of 6/4/25 and the date of the next annual meeting of stockholders of the Issuer, provided that the reporting person continues to serve as a director of the Issuer through and on such vesting date. The RSUs may, in certain circumstances, become immediately vested as of the date of a change of control of the Issuer. |
| Remarks: |
| /s/ John E. Capps as Attorney-in-Fact for Ian G.H. Ashken | 06/05/2024 | |
| ** 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. | ||