Benjamin Gliklich Form 4 Element Solutions / Benjamin Gliklich 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^*

Gliklich Benjamin

(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 Executive Officer

3. Date of Earliest Transaction (Month/Day/Year)
03/15/2019

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	03/15/2019		M		50,159(1)	A	(1)	71,920	D
Common Stock, par value $0.01 per share	03/15/2019		M		15,723(2)	A	(2)	87,643	D
Common Stock, par value $0.01 per share	03/15/2019		M		50,000	A	(3)	137,643	D
Common Stock, par value $0.01 per share	03/18/2019		F		46,132(4)	D	$10.47	91,511	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
Performance Stock Units	$0.0	03/15/2019		M			50,159	(1)	(1)	Common Stock	50,159	(1)	0	D
Restricted Stock Units	$0.0	03/15/2019		M			15,723	(2)	(2)	Common Stock	15,723	(2)	0	D
Performance Stock Units	$0.0	03/15/2019		M			50,000	(3)	(3)	Common Stock	50,000	(3)	0	D

Explanation of Responses:

1. This transaction represents the settlement of performance restricted stock units ("PRSUs") previously reported on 3/25/16 which vested on 3/15/19 upon achievement by the Issuer of certain performance levels based on the Issuer's (i) return on invested capital, as measured from 1/1/16 to 12/31/18, and (ii) annual compound total shareholder return, as measured from 3/16/16 to 3/15/19. Each PRSU represented a contingent right to receive on average between one and 2.5 shares of the Issuer's common stock.

2. This transaction represents the settlement of 15,723 restricted stock units ("RSUs") previously reported on 3/25/16 which vested on 3/15/19. Each RSU represented a contingent right to receive one share of the Issuer's common stock.

3. This transaction represents the settlement of 50,000 PRSUs previously reported on 1/9/15 which vested on 3/15/19 upon achievement by the Issuer of a certain adjusted EBITDA target achieved for fiscal year 2018. The performance period applicable to this 6/12/14 grant was previously incorrectly reported due to a clerical error and is corrected herein. Each PRSU represented a contingent right to receive one share of the Issuer's common stock.

4. This number represents the aggregate number of shares of the Issuer's common stock delivered solely to satisfy the tax withholding obligations due upon the vesting of the PRSUs and RSUs described above.

Remarks:

	/s/ Benjamin Gliklich	03/19/2019
	** 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).
** 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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