SEC Form 3
FORM 3 | UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 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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1. Name and Address of Reporting Person*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 07/27/2020 | 3. Issuer Name and Ticker or Trading Symbol AgroFresh Solutions, Inc. [ AGFS ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. If Amendment, Date of Original Filed (Month/Day/Year) | ||||||||||||||
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Beneficially Owned | |||
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1. Title of Security (Instr. 4) | 2. Amount of Securities Beneficially Owned (Instr. 4) | 3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 4. Nature of Indirect Beneficial Ownership (Instr. 5) |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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1. Title of Derivative Security (Instr. 4) | 2. Date Exercisable and Expiration Date (Month/Day/Year) | 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) | 4. Conversion or Exercise Price of Derivative Security | 5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5) | 6. Nature of Indirect Beneficial Ownership (Instr. 5) | ||
Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||
Series B-1 Convertible Preferred Stock(1) | (1) | (1) | Common Stock, par value $0.0001 per share | 10,405,681(2) | (1) | I(3) | See notes(3) |
Explanation of Responses: |
1. The Issuer's Series B-1 Convertible Preferred Stock, par value $0.0001 per shares (the "Series B-1 Preferred Stock"), is convertible at the option of a holder at any time into shares of common stock at an initial conversion price of $5.00 per share and subject to a cap on conversion of 19.99% of the Issuer's then outstanding common stock. The Series B-1 Preferred Stock has no expiration date. |
2. Represents the number of shares of common stock issuable based upon the conversion of 150,000 shares of Series B-1 Preferred Stock that were issued to PSP AGFS Holdings, L.P. (the "Investor") assuming 52,054,437 shares of common stock outstanding as of June 26, 2020 (as disclosed in the Form Def 14A filed by the Issuer on July 6, 2020). |
3. The Investor is the direct beneficial owner of the common stock. Paine Schwartz Food Chain Fund V GP, L.P. (the "GP") is the sole general partner of the Investor and Paine Schwartz Food Chain Fund V GP, Ltd. (the "UGP") is the sole general partner of the GP. As a result, each of the GP and the UGP may be deemed to beneficially own and have shared voting and dispositive power over such shares of common stock beneficially owned by the Investor. Mr. Schwartz serves as a director of the UGP and disclaims beneficial ownership of any common stock held of record or beneficially owned by the Investor, the GP and the UGP. |
Remarks: |
Exhibit List - Exhibit 24 - Power of Attorney |
/s/ Kevin Schwartz, Name: Kevin Schwartz | 07/29/2020 | |
** 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 5 (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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |