Element Solutions (ESI) Form 4 Element Solutions / MARTIN E FRANKLIN 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^*

FRANKLIN MARTIN E

(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)
08/21/2023

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 Stock, par value $0.01 per share	08/21/2023		J		400,000(1)	D	(2)	500,000	I	By Martin E. Franklin Revocable Trust(3)
Common Stock, par value $0.01 per share	08/21/2023		J		400,000(1)	A	(2)	400,000	I	By Family Trust(4)
Common Stock, par value $0.01 per share								1,037,000	I	By Foundation(5)
Common Stock, par value $0.01 per share								6,889,513	I	By MEF Holdings, LLLP(6)
Common Stock, par value $0.01 per share								2,848,971	I	By RSMA, LLC(7)
Common Stock, par value $0.01 per share								2,419,500	I	By MEF Holdings II, LLLP(8)

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. In connection with an estate planning transaction, the Revocable Trust (defined below) transferred shares of the Issuer's common stock to the Family Trust (defined below). There were no third parties involved in this transaction, which was purely estate planning in nature.

2. For tax purposes, the shares were transferred for a price equal to $19.15 per share, which represents the fair market value of a share of the Issuer's common stock based on the average of the high and low trading prices on the transaction date.

3. Shares are held by the Martin E. Franklin Revocable Trust ("Revocable Trust"), of which Mr. Franklin is the sole settlor, trustee and lifetime beneficiary.

4. Shares are held by the Sir Martin E. Franklin Family Trust ("Family Trust"), of which Mr. Franklin is a trustee and he and his descendants are beneficiaries. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.

5. Shares are held by a charitable foundation in which the reporting person serves as a director and officer. Mr. Franklin disclaims beneficial ownership of, and has no pecuniary interest in, these shares.

6. Shares are held directly by MEF Holdings, LLLP, the general partner of which is wholly-owned by the Revocable Trust. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.

7. Shares are held by directly by RSMA, LLC, of which Mr. Franklin is the managing member. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.

8. Shares are held by MEF Holdings II, LLLP, the general partner of which is wholly-owned by the Revocable Trust. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.

Remarks:

	/s/ John E. Capps as Attorney-in-Fact for Martin E. Franklin	08/22/2023
	** 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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