Jukes David Form 4 Univar Solutions / David Jukes 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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X

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^*

Jukes David

(Last) (First) (Middle)

C/O UNIVAR SOLUTIONS

3075 HIGHLAND PARKWAY, SUITE 200

(Street)

DOWNERS GROVE IL 60515

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Univar Solutions Inc. [ UNVR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President, CEO

3. Date of Earliest Transaction (Month/Day/Year)
08/01/2023

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	08/01/2023		D		379,493(1)	D	$36.15(1)	0	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-Based Restricted Stock Units	(2)	08/01/2023		D			53,046	(2)	(2)	Common Stock	53,046	$36.15	0	D
Restricted Stock Units - 23	(2)	08/01/2023		D			68,320	(2)	(2)	Common Stock	68,320	$36.15	0	D
Restricted Stock Units (RSUs)	(2)	08/01/2023		D			36,837	(2)	(2)	Common Stock	36,837	$36.15	0	D
Restricted Stock Units- 22	(2)	08/01/2023		D			55,220	(2)	(2)	Common Stock	55,220	$36.15	0	D
Stock Options (right to buy)	$28.73	08/01/2023		D			51,050	(2)	02/02/2027	Common Stock	51,050	$36.15	0	D
Stock Options (right to buy)	$26.82	08/01/2023		D			44,390	(2)	02/07/2028	Common Stock	44,390	$36.15	0	D
Stock Options (right to buy)	$22.94	08/01/2023		D			61,274	(2)	02/21/2030	Common Stock	61,274	$36.15	0	D
Stock Options (right to buy)	$28.3	08/01/2023		D			53,957	(2)	05/09/2028	Common Stock	53,957	$36.15	0	D
Stock Options (right to buy)	$19.85	08/01/2023		D			128,103	11/30/2010	03/28/2021	Common Stock	128,103	$36.15	0	D

Explanation of Responses:

1. Represents shares of Univar Solutions Inc. ("Univar") common stock disposed of in connection with the Agreement and Plan of Merger ("Merger Agreement"), dated as of March 13, 2023, by and among Univar and affiliates of funds managed by Apollo Global Management, Inc. In accordance with the Merger Agreement, at the effective time, each share of Univar common stock held by the reporting person was converted into the right to receive $36.15 in cash (the "Merger Consideration"). In addition, pursuant to a Rollover Agreement (the "Rollover Agreement"), among Windsor Management Holdings, L.P. ("Parent"), Windsor Holdings One, Inc. ("Windsor One"), and the reporting person and affiliates of the reporting person, the reporting person contributed shares, at a value of $36.15 per share, to Windsor One and subsequently contributed shares of Windsor One to Parent in exchange for a number common and preferred units of Parent calculated pursuant to the Rollover Agreement.

2. In accordance with the Merger Agreement, at the effective time, each restricted stock unit award, other than performance-based restricted stock units ("PRSU Awards"), and stock option ("Option") was cashed out based on the Merger Consideration (and less the exercise price, in the case of each Option). Each PRSU Award became fully vested with respect to a number of shares equal to: (a) for each such award granted in 2021, 170% of the target number of shares covered by the award, (b) for each such award granted in 2022, 150% of the target number of shares covered by the award and (c) for each such award granted on or following January 1, 2023, the target number of shares covered by such award. To the extent that a PRSU Award became vested, the PRSU Award was cashed out based on the Merger Consideration.

Remarks:

In connection with the transaction, the reporting person ceased to be a Section 16 reporting person.

	/s/ David Jukes	08/03/2023
	** Signature of Reporting Person	Date
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