Goss Michael F Form 4 Element Solutions / MICHAEL F GOSS ownership change

SEC Form 4

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).

1. Name and Address of Reporting Person^*

GOSS MICHAEL F

(Last) (First) (Middle)

C/O ELEMENT SOLUTIONS INC

500 EAST BROWARD BOULEVARD, SUITE 1860

(Street)

FORT LAUDERDALE FL 33394

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Element Solutions Inc [ ESI ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
06/07/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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	06/07/2022		M		4,174	A	(1)	4,174(2)	D
Common Stock, par value $0.01 per share								151,683(2)	I	By Trust

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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	$0.0	06/07/2022		M			4,174	(1)	(1)	Common Stock	4,174	(1)	0	D
Restricted Stock Units	$0.0	06/07/2022		A		6,367		(3)	(3)	Common Stock	6,367	(3)	6,367	D

Explanation of Responses:

1. This transaction represents the settlement of previously-reported restricted stock units ("RSUs"), which vested on 6/7/2022. Each RSU represented a contingent right to receive one share of the Issuer's common stock.

2. Reflects the transfer of 151,683 shares, which were previously reported as being held directly by Mr. Goss, to The Michael F Goss 2006 Irrevocable Family Trust (the "Trust") in a Section 16-exempt transaction. Mr. Goss is a trustee of the Trust and may be considered to have beneficial ownership of the Trust's interests in the Issuer's common stock. Mr. Goss disclaims beneficial ownership of any shares in which he does not have a pecuniary interest.

3. Each RSU represents a right to receive one share of the Issuer's common stock. These RSUs will vest on the earlier of June 7, 2023 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 in control of the Issuer.

Remarks:

	/s/ John E. Capps as Attorney-in-Fact for Michael F. Goss	06/09/2022
	** 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).
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