Anthony Lynn Davis Form 4 Orion / Anthony Lynn Davis 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^*

Davis Anthony Lynn

(Last) (First) (Middle)

C/O ORION S.A

1700 CITY PLAZA DRIVE, SUITE 300

(Street)

SPRING TX 77389

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Orion S.A. [ OEC ]

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)
09/11/2023

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 Shares, no par value								587,571	I	See footnote(1)
Common Shares, no par value	09/11/2023		J		11,689(2)(3)	D	$0.00	0	I	See footnote(2)(3)
Common Shares, no par value	09/11/2023		J		5,469(2)(3)	A	$0.00	1,829,711	I	See footnote(4)
Common Shares, no par value	09/11/2023		J		4,459(2)(3)	A	$0.00	1,834,170	I	See footnote(4)
Common Shares, no par value	09/11/2023		J		791(2)(3)	A	$0.00	324,194	I	See footnote(5)
Common Shares, no par value	09/11/2023		J		970(2)(3)	A	$0.00	325,164	I	See footnote(5)

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

Explanation of Responses:

1. Held by Davis Investment Holdings, LLC, whose sole member is the Reporting Person.

2. Represents 5,250 restricted shares granted by the Issuer to the Reporting Person on June 8, 2023, which vest on the day prior to the Issuer's 2024 Annual General Meeting of Shareholders (the "2023 Grant Shares") and 6,439 restricted shares granted by the Issuer to the Reporting Person on July 1, 2022, which vested on June 6, 2023 (the "2022 Grant Shares"), each of which was previously assigned by the Reporting Person to Inherent Group, LP (the "Assignor"), an entity controlled by the Reporting Person, pursuant to the Portfolio Company Board of Directors Policy of the Assignor (the "Policy"), (cont'd in FN3)

3. (cont'd from FN 2) for further distribution in accordance with the Policy to the funds named in footnotes (4) and (5), which are managed by the Assignor. Pursuant to the Policy, on September 11, 2023, the Assignor assigned 791 of the 2023 Grant Shares and 970 of the 2022 Grant Shares to Inherent CIO1, LLC and assigned 4,459 of the 2023 Grant Shares and 5,469 of the 2022 Grant Shares to Inherent ESG Opportunity Master, LP.

4. Held by Inherent ESG Opportunity Master, LP, a fund managed by the Assignor, which is controlled by the Reporting Person. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

5. Held by Inherent CIO1, LLC, a fund managed by Inherent Group, LP, which is controlled by the Reporting Person. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

	/s/ Christian Eggert, Attorney-in-Fact	09/13/2023
	** 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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