Dorman Carey J. Form 4 Element Solutions / Carey J. Dorman 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

OMB APPROVAL

OMB Number:	3235-0287
Estimated average burden
hours per response:	0.5

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^*

Dorman Carey J.

(Last) (First) (Middle)

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)
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		13,444(1)	A	(1)	15,353	D
Common Stock, par value $0.01 per share	03/15/2019		M		4,151(2)	A	(2)	19,504	D
Common Stock, par value $0.01 per share	03/18/2019		F		6,775(3)	D	$10.51	12,729	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			13,444	(1)	(1)	Common Stock	13,444	(1)	0	D
Restricted Stock Units	$0.0	03/15/2019		M			4,151	(2)	(2)	Common Stock	4,151	(2)	0	D
Non-Qualified Stock Options (Right to Buy)	$10.59	03/15/2019		A		19,380		(4)	(4)	Common Stock	19,380	$10.59	19,380	D
Performance Stock Units	$0.0	03/15/2019		A		17,312		(5)	(5)	Common Stock	17,312	(5)	17,312	D

Explanation of Responses:

1. This transaction represents the settlement of performance restricted stock units ("PRSUs") previously reported on 3/12/19 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 4,151 restricted stock units ("RSUs") previously reported on 3/12/19 which vested on 3/15/19. Each RSU represented a contingent right to receive one share of the Issuer's common stock.

3. 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.

4. 1/3 of each of these options will vest annually on March 15th over the next three years.

5. Each PRSU represents a contingent right to receive between one and 1.5 shares 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 12/31/21. The number of shares reported in Column 7 will range from zero to 25,968 shares.

Remarks:

	/s/ Carey J. Dorman	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).
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.