EVP, Strategy and Head of I&S Liebowitz Matthew converted options into 17,129 shares and covered exercise/tax liability with 6,913 shares, increasing direct ownership by 11% to 107,353 units (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) 02/12/2025 | ||||||||||||||||||||||||||
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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 | 02/12/2025 | M | 7,166 | A | (1) | 104,303 | D | |||
| Common Stock, par value $0.01 per share | 02/12/2025 | F | 2,864(2) | D | $25.81 | 101,439 | D | |||
| Common Stock, par value $0.01 per share | 02/12/2025 | M | 4,222 | A | (3) | 105,661 | D | |||
| Common Stock, par value $0.01 per share | 02/12/2025 | F | 1,662(4) | D | $25.81 | 103,999 | D | |||
| Common Stock, par value $0.01 per share | 02/12/2025 | M | 3,353 | A | (5) | 107,352 | D | |||
| Common Stock, par value $0.01 per share | 02/12/2025 | F | 1,320(6) | D | $25.81 | 106,032 | D | |||
| Common Stock, par value $0.01 per share | 02/12/2025 | M | 2,388 | A | (7) | 108,420 | D | |||
| Common Stock, par value $0.01 per share | 02/12/2025 | F | 1,067(8) | D | $25.81 | 107,353 | D | |||
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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 | ||||||||
| Performance Stock Units | $0 | 02/12/2025 | M | 7,166 | (1) | (1) | Common Stock | 7,166 | (1) | 0 | D | ||||
| Restricted Stock Units | $0 | 02/12/2025 | M | 4,222 | (3) | (3) | Common Stock | 4,222 | (3) | 8,443 | D | ||||
| Restricted Stock Units | $0 | 02/12/2025 | M | 3,353 | (5) | (5) | Common Stock | 3,353 | (5) | 3,353 | D | ||||
| Restricted Stock Units | $0 | 02/12/2025 | M | 2,388 | (7) | (7) | Common Stock | 2,388 | (7) | 0 | D | ||||
| Performance Stock Units | $0 | 02/12/2025 | A | 23,248 | (9) | (9) | Common Stock | 23,248 | (9) | 23,248 | D | ||||
| Restricted Stock Units | $0 | 02/12/2025 | A | 11,623 | (10) | (10) | Common Stock | 11,623 | (10) | 11,623 | D | ||||
| Explanation of Responses: |
| 1. Represents settlement of a performance restricted stock unit ("PRSU") award previously reported in 2022. Each PRSU represented a contingent right to receive up to 2 shares of the Issuer's common stock. |
| 2. Represents shares withheld to satisfy the tax obligations due upon vesting of the PRSUs described in footnote 1. |
| 3. Represents settlement of 1/3 of a restricted stock unit ("RSUs") award previously reported in 2024. Each RSU represented a contingent right to receive one share of the Issuer's common stock. |
| 4. Represents shares withheld to satisfy the tax obligations due upon vesting of the RSUs described in footnote 3. |
| 5. Represents settlement of 1/3 of an RSU award previously reported in 2023. Each RSU represented a contingent right to receive one share of the Issuer's common stock. |
| 6. Represents shares withheld to satisfy the tax obligations due upon vesting of the RSUs described in footnote 5. |
| 7. Represents settlement of 1/3 of an RSU award previously reported in 2022. Each RSU represented a contingent right to receive one share of the Issuer's common stock. |
| 8. Represents shares withheld to satisfy the tax obligations due upon vesting of the RSUs described in footnote 7. |
| 9. Each PRSU represents a contingent right to receive up to 3 shares of the Issuer's common stock, subject to the achievement of certain adjusted EBITDA compound annual growth and adjusted earnings per share goals for the performance period ending on December 31, 2027 and a relative total shareholder return (TSR) modifier based on the Issuer's TSR in comparison to its peer group for that same period. The number of shares reported in column 7 will range from zero to 69,744 shares. |
| 10. Each RSU represents a contingent right to receive one share of the Issuer's common stock. The grant will vest in 1/3 increments over the next three years. |
| Remarks: |
| /s/ John E. Capps as Attorney-in-Fact for Matthew Liebowitz | 02/14/2025 | |
| ** 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. | ||