SEC Form SC 13D/A filed by Quaker Houghton (Amendment)

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 16)*

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. ¨

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) or otherwise subject to the liabilities of that section of the Exchange Act but shall be subject to all other provisions of the Exchange Act (however, see the Notes).

(1) Consists of 37,186 shares of Common Stock of the Issuer (“Shares”) beneficially owned by Gulf Hungary Holding Korlátolt Felelősségű Társaság (a “Reporting Person” or “Gulf Hungary”), all of which are held in the name of Citibank N.A. pursuant to an Escrow Agreement (as defined in the Original Schedule 13D, as defined below) in order to secure the Reporting Person’s indemnification obligations under the Share Purchase Agreement (as defined in the Original Schedule 13D).

(2) Consists of 3,992,377 Shares beneficially owned by Gulf Hungary’s wholly-owned subsidiary QH Hungary Holdings Limited (also a “Reporting Person” or “QH Hungary”), of which:

(3) Based upon 17,949,837 shares of Common Stock outstanding as of January 31, 2023, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission on February 23, 2023.

(1) Consists of 3,992,377 Shares beneficially owned by QH Hungary, of which:

(2) Based upon 17,949,837 shares of Common Stock outstanding as of January 31, 2023, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission on February 23, 2023.

SCHEDULE 13D/A

Introductory Note

This Amendment No. 16 to Schedule 13D (this “Amendment No. 16”) amends and supplements the statement on Schedule 13D filed on August 9, 2019, as amended by Amendment No. 1 filed on April 9, 2020, Amendment No. 2 filed on May 21, 2020, Amendment No. 3 filed on May 28, 2020, Amendment No. 4 filed on August 31, 2020, Amendment No. 5 filed on March 11, 2021, Amendment No. 6 filed on May 26, 2022, Amendment No. 7 filed on July 13, 2022, Amendment No. 8 filed on July 18, 2022, Amendment No. 9 filed on July 21, 2022, Amendment No. 10 filed on July 26, 2022, Amendment No. 11 filed on July 29, 2022, Amendment No. 12 filed on August 3, 2022, Amendment No. 13 filed on August 8, 2022, Amendment No. 14 filed on August 11, 2022 and Amendment No. 15 filed on August 12, 2022 (together, the “Original Schedule 13D”) with the Securities and Exchange Commission (the “SEC”).

This Amendment No. 16 is being filed in relation to (a) the amendment and restatement of two existing and previously reported prepaid variable share forward transactions with Citibank, N.A. (“Citibank”), which are the amendments, dated March 6, 2023 to the Second Citi Supplemental Confirmation and Fourth Citi Supplemental Confirmation (such amendments, the “Citi 3/6/23 VPF Amendments”) and, (b) the amendment and restatement of three existing and previously reported prepaid variable share forward transactions with Royal Bank of Canada ("RBC"), which are the amendments, dated March 6, 2023 to the First RBC Supplemental Confirmation, Second RBC Supplemental Confirmation and Fourth RBC Supplemental Confirmation (such amendments, the “RBC 3/6/23 VPF Amendments” and, together with the Citi 3/6/23 VPF Amendments, the “3/6/23 VPF Amendments”).

In exchange for amending and restating the (a) Second Citi Supplemental Confirmation, QH Hungary paid $1,607,300.23 to Citibank, (b) Fourth Citi Supplemental Confirmation, QH Hungary paid $1,812,005.99 to Citibank, (c) First RBC Supplemental Confirmation, QH Hungary paid $1,607,300.23, (d) Second RBC Supplemental Confirmation, QH Hungary paid $787,834.29 to RBC and (e) Fourth RBC Supplemental Confirmation, QH Hungary paid $945,404.81 to RBC. Pursuant to each transaction, QH Hungary has the option to settle its obligations at the end of the applicable contract by delivering Shares to Citibank and RBC, as applicable, as described in more details in Item 6 below or the cash equivalent thereof.

After the 3/6/23 VPF Amendments, QH Hungary remained the direct beneficial owner of a total of 3,992,377 Shares and Gulf Hungary remained the indirect beneficial owner of the same 3,992,377 Shares. Gulf Hungary continues to be the direct beneficial owner of a separate 37,186 Shares. All 3,992,377 Shares directly owned by QH Hungary remain subject to the Shareholder Agreement (as defined in the Original Schedule 13D) to which QH Hungary also became a party by executing a joinder thereto.

This Amendment No. 16 is filed jointly by the Reporting Persons. All disclosure for items contained in the Original Schedule 13D is incorporated herein by reference, subject to the amended and additional information provided for such item in this Amendment No. 16. Capitalized terms used and not defined herein shall have the meanings given to such terms in the Original Schedule 13D.

Item 4. Purpose of Transaction

Item 4 of the Original Schedule 13D is hereby amended to add the following:

This Amendment No. 16 relates to the 3/6/23 VPF Amendments, the purpose of which is to facilitate the transactions contemplated by the 3/6/23 VPF Amendments. These transactions were designed for QH Hungary to raise financing, subject to the applicable transaction documents while maintaining an opportunity to share in the Issuer’s future growth. These transactions are described in further detail in Item 6 of this Amendment No. 16.

Item 5. Interest in Securities of the Issuer

Item 5 of the Original Schedule 13D is hereby amended and restated as follows:

(a) – (b) The information contained on the cover pages to this Amendment No. 16 is incorporated herein by reference. The Shares reported on this Amendment No. 16 are held by the Reporting Persons. QH Hungary is a wholly-owned subsidiary of Gulf Hungary, which is owned by Gulf Houghton, which is a subsidiary of Gulf Oil International. Gulf Oil International is owned by Amas Holding SPF (“Amas Holding”), a private wealth holding company, which in turn is beneficially owned by multiple members of the Hinduja family, with no single individual having a beneficial interest in Amas Holding of 5% or more. Based upon 17,949,837 shares of Common Stock outstanding as of January 31, 2023, as reported in the Issuer’s Annual Report on Form 10-K for the fiscal year ended December 31, 2022, as filed with the Securities and Exchange Commission on February 23, 2023, the Shares owned by the Reporting Persons constitutes approximately 22.4% of the issued and outstanding Common Stock of the Issuer.

Except for the Shares owned by the Reporting Persons, none of the Reporting Persons or, to the knowledge of the Reporting Persons, any of the other persons listed in Item 2(a)-(c) hereto beneficially owns any other securities of the Issuer.

(c) Except as described in Item 3, Item 4 and Item 6, neither the Reporting Persons nor, to the knowledge of the Reporting Persons, any person listed in Item 2(a)-(c), have effected any transactions in the Common Stock during the past 60 days.

(d) Except as described in Item 3, Item 4 and Item 6, no other person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the securities covered by this Amendment No. 16.

(e) Not applicable.

Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.

Item 6 of the Original Schedule 13D is hereby amended to add the following:

The information contained in Item 3 and 4 of the Original Schedule 13D, as amended by this Amendment No. 16, is hereby incorporated by reference herein.

On March 6, 2023, QH Hungary effected the 3/6/23 VPF Transactions.

The (a) Second Citi Supplemental Confirmation covering a maximum aggregate amount of 105,002 shares is divided into one tranche ("Tranche 1") of 50 components of 1,750 shares each for a total 87,500 shares and a second tranche ("Tranche 2") of 50 components of 350 shares each (except for 2 Components at 351 shares each) for a total 17,502 shares (each a "Component") and (b) Fourth Citi Supplemental Confirmation covering a maximum aggregate amount of 98,644 shares is divided into 50 Components, with 44 Components of 1,973 shares each and 6 Components of 1,972 shares each. For each Component, QH Hungary is obligated to deliver, on the settlement date (the "Settlement Date") determined based on the specified scheduled valuation date within the periods from November 25, 2024 to February 10, 2025 for Tranche 1 of the Second Citi Supplemental Confirmation, May 28, 2024 to August 8, 2024 for Tranche 2 of the Second Citi Supplemental Confirmation and November 25, 2024 to February 10, 2025 for the Fourth Citi Supplemental Confirmation either, at QH Hungary's option: (a) (1) up to 1,750 Shares (Tranche 1) and up to 350 Shares (or 351 Shares for two of such Settlement Dates) (Tranche 2) of the Second Citi Supplemental Confirmation, and (b) up to 1,973 Shares (or 1,972 Shares for the last 6 Settlement Dates) for the Fourth Citi Supplemental Confirmation, to Citibank (such Share number, "Subject Number") based on the average market price of the Shares determined as described below or (ii) an amount of cash equivalent to the value of such Shares.

The (a) First RBC Supplemental Confirmation covering a maximum aggregate amount of 105,002 shares is divided into one tranche ("Tranche 1") of 50 components of 1,750 shares each for a total of 87,500 shares and a second tranche ("Tranche 2") of 50 components of 350 shares each (except for 2 components at 351 shares each) for a total of 17,502 shares (each a "Component"), (b) Second RBC Supplemental Confirmation covering a maximum aggregate amount of 42,889 shares is divided into 50 Components with 39 Components of 858 shares each and 11 Components of 857 shares each and (c) Fourth RBC Supplemental Confirmation covering a maximum aggregate amount of 51,467 shares is divided into 50 Components, with 17 Components of 1,030 shares each and 33 Components of 1,029 shares each. For each Component, QH Hungary is obligated to deliver, on the settlement date (the "Settlement Date") determined based on the specified scheduled valuation date within the periods from November 25, 2024 to February 10, 2025 for Tranche 1 of the First RBC Supplemental Confirmation, May 28, 2024 to August 8, 2024 for Tranche 2 of the First RBC Supplemental Confirmation and November 25, 2024 to February 10, 2025 for each of the Second RBC Supplemental Confirmation and the Fourth RBC Supplemental Confirmation (as applicable) either, at QH Hungary's option: (a) (1) up to 1,750 Shares (Tranche 1) and up to 350 Shares (or 351 Shares for two of such Settlement Dates) (Tranche 2) of the First RBC Supplemental Confirmation, (b) up to 858 Shares (or 857 Shares for the last 11 Settlement Dates) for the Second RBC Supplemental Confirmation and (c) up to 1,030 Shares (or 1,029 Shares for the last 33 Settlement Dates) for the Fourth RBC Supplemental Confirmation, to RBC (such Share number, "Subject Number") based on the average market price of the Shares determined as described below or (ii) an amount of cash equivalent to the value of such Shares.

The number of Shares (or, at QH Hungary’s option, the cash equivalent) to be delivered to the applicable bank on each Settlement Date is to be determined as follows: (a) if the volume-weighted average price per Share on the relevant valuation date, as reasonably determined by the applicable bank by reference to the Bloomberg Page "KWR <equity> AQR <Go>" (or any successor page thereto) (provided that, if such price is not so reported for any reason or is, in the applicable bank's reasonable discretion, erroneous, a price determined by the applicable bank in good faith and a commercially reasonable manner) (the "Settlement Price") is equal to or less than $199.7500 per Share (or, in the case of each Tranche 2, $184.2694 per Share) (the "Forward Floor Price"), QH Hungary will deliver to the applicable bank the Subject Number of Shares; (b) if the Settlement Price is between the Forward Floor Price and $219.7250 per Share (or, in the case of each Tranche 2, $202.6963 per Share) (the "Forward Cap Price"), QH Hungary will deliver to the applicable bank a number of Shares equal to the Subject Number multiplied by a fraction, the numerator of which is the Forward Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, QH Hungary will deliver to the applicable bank a number of Shares equal to the product of (i) the Subject Number and (ii) a fraction (A) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (B) the denominator of which is the Settlement Price.

Item 7. Material to be Filed as Exhibits.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Dated March 8, 2023