John P. Connolly Form 4 Element Solutions / John P. Connolly 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^*

Connolly John P.

(Last) (First) (Middle)

C/O ELEMENT SOLUTIONS INC

1450 CENTREPARK BLVD, SUITE 210

(Street)

WEST PALM BEACH FL 33401

(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)

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

3. Date of Earliest Transaction (Month/Day/Year)
02/19/2019

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	02/19/2019		M		5,149	A	(1)	20,286	D
Common Stock, par value $0.01 per share	02/20/2019		F		1,707(2)	D	$11.34	18,579	D

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(3)	02/19/2019		M			5,149(3)	(3)	(3)	Common Stock	5,149	(3)	10,297	D
Performance Stock Units	$0.0(4)	02/20/2019		A		19,107		(4)	(4)	Common Stock	19,107	(4)	19,107	D
Incentive Stock Option (Right to Buy)	$11.34	02/20/2019		A		8,818		(5)	(5)	Common Stock	8,818	$11.34	8,818	D
Non-Qualified Stock Option (Right to Buy)	$11.34	02/20/2019		A		12,056		(5)	(5)	Common Stock	12,056	$11.34	12,056	D

Explanation of Responses:

1. This transaction represents the settlement of 5,149 restricted stock units ("RSUs") previously reported on 2/21/2018 which vested on 2/19/2019. Each RSU represented a contingent right to receive one share of the Issuer's common stock.

2. This number represents shares of the Issuer's common stock withheld to satisfy the tax withholding obligations due upon the vesting of the RSUs described in footnote 1 above.

3. As previously reported on 2/21/2018, this RSU grant vests in 1/3 annual increments since 2/19/2018, subject to continuous service. Each RSU represents a contingent right to receive one share of the Issuer's common stock.

4. Each performance restricted stock unit represents a contingent right to receive one share of common stock of the Issuer, subject to the achievement of certain adjusted EBITDA compound annual growth and adjusted earnings per share goals for the performance period ending 12/31/2021. The number of shares reported in Column 7 will range from zero to 28,661 shares.

5. 1/3 of each of these options will vest annually on February 20th over the next three years.

Remarks:

	/s/ John P. Connolly	02/21/2019
	** 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).
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