Washington, D.C. 20549
WESTLAKE CHEMICAL CORPORATION
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(Name of Issuer)
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COMMON STOCK
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(Title of Class of Securities)
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960413102
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(CUSIP Number)
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December 31, 2021
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(Date of Event Which Requires Filing of this Statement)
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CUSIP No. 960413102
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13G
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1
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NAMES OF REPORTING PERSONS
|
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TTWF LP
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2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
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(a) ☑
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|||||
(b) ☐
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3
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SEC USE ONLY
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4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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Delaware
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
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SOLE VOTING POWER
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0
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||||
6
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SHARED VOTING POWER
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92,010,554
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7
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SOLE DISPOSITIVE POWER
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0
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8
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SHARED DISPOSITIVE POWER
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92,010,554
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||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
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92,010,554
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||||
10
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CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
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☐
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11
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
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71.9% (1)
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12
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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PN
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(1)
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Based upon 127,915,673 shares of Westlake Chemical Corporation’s (“Issuer”) common stock, par value $0.01 per share (“Common Stock”) outstanding as of December 31, 2021,
based upon information provided by the Issuer.
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CUSIP No. 960413102
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
TTWFGP LLC
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a) ☑
|
|||||
(b) ☐
|
|
|
|||
3
|
SEC USE ONLY
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||
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|||
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||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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||
Delaware
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|||
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
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5
|
SOLE VOTING POWER
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1,395,000
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|||
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||||
6
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SHARED VOTING POWER
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92,010,554
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|||
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||||
7
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SOLE DISPOSITIVE POWER
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1,395,000
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|||
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||||
8
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SHARED DISPOSITIVE POWER
|
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||
92,010,554
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|||
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|
||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
93,405,554
|
|
|
|||
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|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☐
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
73.0% (1)
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|||
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|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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OO
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|||
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(1)
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Based upon 127,915,673 shares of the Issuer’s Common Stock outstanding as of December 31, 2021.
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CUSIP No. 960413102
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
James Chao
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a) ☑
|
|||||
(b) ☐
|
|
|
|||
3
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SEC USE ONLY
|
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|||
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||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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|||
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
424,751 (1)
|
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|||
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||||
6
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SHARED VOTING POWER
|
|
|
||
93,405,554
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|
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|||
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|
||||
7
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SOLE DISPOSITIVE POWER
|
|
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||
424,751 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
93,405,554
|
|
|
|||
|
|
||||
9
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
93,830,305 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☑
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
73.2% (1) (2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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IN
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|||
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(1)
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Includes: (i) 100,512 shares of the Issuer’s Common Stock of which James Chao is the owner, (ii) 294,829 shares of Issuer’s Common Stock that James
Chao has the right to obtain, within 60 days of December 31, 2021, upon the conversion of 237,799 vested Stock Options and 57,030 unvested Stock Options that will vest within 60 days of December 31, 2021, at a ratio of one share of Common
Stock for each Stock Option, (iii) 14,683 unvested Restricted Stock Units (“RSUs”), each of which represents a contingent right to receive one share of the Issuer’s Common Stock, that will vest in favor of James Chao within 60 days of
December 31, 2021, and (iv) 14,727 unvested Performance Stock Units (“PSUs”), each of which represents one share of the Issuer’s Common Stock, that will vest in favor of James Chao within 60 days of December 31, 2021. The foregoing number
of PSUs reflects the target number of PSUs issuable to James Chao pursuant to a February 2019 Performance Stock Unit Award and is subject to adjustment pending final determination of the Issuer’s compensation committee.
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(2)
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Based upon 127,915,673 shares of Issuer’s Common Stock outstanding as of December 31, 2021, together with the 324,239 shares of Common Stock that, as
of December 31, 2021, James Chao had the right to obtain, within 60 days, upon the conversion of (i) 294,829 Stock Options of which he is the owner or that will vest and be exercisable within 60 days of December 31, 2021, (ii) 14,683
unvested RSUs that will vest in favor of James Chao within 60 days of December 31, 2021, and (iii) 14,727 unvested PSUs that will vest in favor of James Chao within 60 days of December 31, 2021.
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CUSIP No. 960413102
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
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Dorothy C. Jenkins
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|||
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||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a) ☑
|
|||||
(b) ☐
|
|
|
|||
3
|
SEC USE ONLY
|
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||
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|||
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||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
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United States
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|||
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||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
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72,015
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|||
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|
||||
6
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SHARED VOTING POWER
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93,405,554
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|
|||
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||||
7
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SOLE DISPOSITIVE POWER
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|
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72,015
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|
|||
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|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
93,405,554
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
93,477,569 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☑
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
73.1% (1)
|
|
|
|||
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|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
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|
|
||
IN
|
|
|
|||
|
|
(1)
|
Based upon 127,915,673 shares of Issuer’s Common Stock outstanding as of December 31, 2021.
|
CUSIP No. 960413102
|
13G
|
1
|
NAMES OF REPORTING PERSONS
|
|
|
||
Albert Chao
|
|
|
|||
|
|
||||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
|
||||
(a) ☑
|
|||||
(b) ☐
|
|
|
|||
3
|
SEC USE ONLY
|
|
|
||
|
|
|
|||
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|
||||
4
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CITIZENSHIP OR PLACE OF ORGANIZATION
|
|
|
||
United States
|
|
|
|||
|
|
||||
NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH
|
5
|
SOLE VOTING POWER
|
|
|
|
970,824 (1)
|
|
|
|||
|
|
||||
6
|
SHARED VOTING POWER
|
|
|
||
93,405,554
|
|
|
|||
|
|
||||
7
|
SOLE DISPOSITIVE POWER
|
|
|
||
970,824 (1)
|
|
|
|||
|
|
||||
8
|
SHARED DISPOSITIVE POWER
|
|
|
||
93,405,554
|
|
|
|||
|
|
||||
9
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
|
|
||
94,376,378 (1)
|
|
|
|||
|
|
||||
10
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)
|
|
|
||
☑
|
|
|
|||
|
|
||||
11
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
|
|
|
||
73.5% (1) (2)
|
|
|
|||
|
|
||||
12
|
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
|
|
|
||
IN
|
|
|
|||
|
|
(1)
|
Includes: (i) 441,939 shares of the Issuer’s Common Stock of which Albert Chao is the owner, (ii) 492,122 shares of Issuer’s Common Stock that Albert
Chao has the right to obtain, within 60 days of December 31, 2021, upon the conversion of 409,596 vested Stock Options and 82,526 unvested Stock Options that will vest within 60 days of December 31, 2021, at a ratio of one share of
Common Stock for each Stock Option, (iii) 18,354 unvested RSUs that will vest in favor of Albert Chao within 60 days of December 31, 2021, and (iv) 18,409 unvested PSUs, each of which represents one share of the Issuer’s Common Stock,
that will vest in favor of Albert Chao within 60 days of December 31, 2021. The foregoing number of PSUs reflects the target number of PSUs issuable to Albert Chao pursuant to a February 2019 Performance Stock Unit Award and is subject
to adjustment pending final determination of the Issuer’s compensation committee.
|
(2)
|
Based upon 127,915,673 shares of Issuer’s Common Stock outstanding as of December 31, 2021, together with 528,885 shares of Common Stock that, as of
December 31, 2021, Albert Chao had the right to obtain, within 60 days, upon the conversion of (i) 492,122 Stock Options of which he is the owner or that will vest and be exercisable within 60 days of December 31, 2021, (ii) 18,354
unvested RSUs that will vest in favor of Albert Chao within 60 days of December 31, 2021, and (iii) 18,409 unvested PSUs that will vest in favor of Albert Chao within 60 days of December 31, 2021.
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Item 1(a).
|
Name of Issuer: |
Item 1(b). | Address of Issuer's Principal Executive Offices: |
Item 2(a). | Name of Person Filing: |
(i)
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TTWF LP (“TTWF”);
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(ii)
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TTWFGP LLC (“TTWFGP”);
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(iii)
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James Chao;
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(iv)
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Dorothy C. Jenkins; and
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(v)
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Albert Chao
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Item 2(b). | Address of Principal Business Office or, if none, Residence: |
Item 2(c). | Citizenship: |
Item 2(d). | Title of Class of Securities: |
Item 2(e). | CUSIP Number: |
Item 3. |
Item 4. | Ownership. |
Item 5. | Ownership of Five Percent or Less of a Class. |
Item 6. | Ownership of More Than Five Percent on Behalf of Another Person. |
Item 7. | Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on by the Parent Holding Company. |
Item 8. | Identification and Classification of Members of the Group. |
Item 9. | Notice of Dissolution of Group. |
Item 10.
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Certification.
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TTWF LP
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By: |
TTWFGP LLC
its General Partner
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By:
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/s/ Albert Chao
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Name:
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Albert Chao
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Title:
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Authorized Representative
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By:
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/s/ James Chao
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Name:
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James Chao
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Title:
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Authorized Representative
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TTWFGP LLC
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By:
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/s/ Albert Chao
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Name:
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Albert Chao
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Title:
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Authorized Representative
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By:
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/s/ James Chao
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Name:
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James Chao
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Title:
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Authorized Representative
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James Chao
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By:
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/s/ James Chao
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James Chao
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Dorothy C. Jenkins |
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By:
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/s/ Dorothy C. Jenkins
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Dorothy C. Jenkins
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Albert Chao |
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By:
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/s/ Albert Chao
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Albert Chao
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TTWF LP
|
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||
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By: |
TTWFGP LLC
its General Partner
|
|||
|
By:
|
/s/ Albert Chao
|
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Name:
|
Albert Chao
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Title:
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Authorized Representative
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By:
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/s/ James Chao
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Name:
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James Chao
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Title:
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Authorized Representative
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TTWFGP LLC
|
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||
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By:
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/s/ Albert Chao
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Name:
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Albert Chao
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Title:
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Authorized Representative
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By:
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/s/ James Chao
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Name:
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James Chao
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Title:
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Authorized Representative
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James Chao
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By:
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/s/ James Chao
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James Chao
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Dorothy C. Jenkins |
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By:
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/s/ Dorothy C. Jenkins
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Dorothy C. Jenkins
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Albert Chao |
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By:
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/s/ Albert Chao
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Albert Chao
|
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