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

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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^*

Dorman Carey J.

(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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, CFO

3. Date of Earliest Transaction (Month/Day/Year)
02/15/2022

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	02/15/2022		M		68,182	A	(1)	89,072	D
Common Stock, par value $0.01 per share	02/15/2022		F		26,830(2)	D	$23.26	62,242	D
Common Stock, par value $0.01 per share	02/15/2022		M		113,637	A	(3)	175,879	D
Common Stock, par value $0.01 per share	02/15/2022		F		44,717(4)	D	$23.26	131,162	D
Common Stock, par value $0.01 per share	02/15/2022		M		13,229	A	(5)	144,391	D
Common Stock, par value $0.01 per share	02/15/2022		F		5,358(6)	D	$23.26	139,033	D
Common Stock, par value $0.01 per share	02/15/2022		M		25,968	A	(7)	165,001	D
Common Stock, par value $0.01 per share	02/15/2022		F		10,219(8)	D	$23.26	154,782	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	02/15/2022		M			68,182	(1)	(1)	Common Stock	68,182	(1)	0	D
Performance Stock Units	$0.0	02/15/2022		M			113,637	(3)	(3)	Common Stock	113,637	(3)	0	D
Performance Stock Units	$0.0	02/15/2022		M			8,819	(5)	(5)	Common Stock	13,229(5)	(5)	0	D
Performance Stock Units	$0.0	02/15/2022		M			17,312	(7)	(7)	Common Stock	25,968(7)	(7)	0	D
Performance Stock Units	$0.0	02/15/2022		A		320,000		(9)	(9)	Common Stock	320,000(9)	(9)	320,000	D
Performance Stock Units	$0.0	02/15/2022		A		21,497		(10)	(10)	Common Stock	21,497(10)	(10)	21,497	D
Restricted Stock Units	$0.0	02/15/2022		A		10,748		(11)	(11)	Common Stock	10,748	(11)	10,748	D

Explanation of Responses:

1. Represents settlement of a performance stock unit ("PRSU") award granted on 7/14/2020 and previously reported. Each PRSU represented a contingent right to receive one share of the Issuer's common stock.

2. Represents shares withheld to satisfy the tax obligations due upon vesting of the PRSUs described in footnote 1 above.

3. Represents settlement of a PRSU award granted on 3/12/2019 and previously reported. Each PRSU represented a contingent right to receive one share of the Issuer's common stock.

4. Represents shares withheld to satisfy the tax obligations due upon vesting of the PRSUs described in footnote 3 above.

5. Represents settlement of a PRSU award granted on 2/20/2019 and previously reported. Each PRSU represented a contingent right to receive up to 1.5 share of the Issuer's common stock.

6. Represents shares withheld to satisfy the tax obligations due upon vesting of the PRSUs described in footnote 5 above.

7. Represents settlement of a PRSU award granted on 3/15/2019 and previously reported. Each PRSU represented a contingent right to receive up to 1.5 share of the Issuer's common stock.

8. Represents shares withheld to satisfy the tax obligations due upon vesting of the PRSUs described in footnote 7 above.

9. The vesting of these PRSUs is subject to the achievement by the Issuer of a performance target of adjusted earnings per share of $2.72 per annum by December 31, 2026. The actual number of shares earned will be determined by applying a total shareholder return (TSR) multiplier based on the Issuer's TSR relative to the applicable benchmark index for the performance period. The TSR multiplier will range from 0.85 to 1.15.

10. Each PRSU represents a contingent right to receive up to two shares of the Issuer's common stock, subject to the achievement of certain adjusted EBITDA compound annual growth and cash return on investment (CRI) goals for the performance period ending on December 31, 2024. The number of shares reported in Column 7 will range from zero to 42,994.

11. Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. The grant will vest in 1/3 increments over the next three years.

Remarks:

	/s/ John E. Capps as Attorney-in-Fact for Carey J. Dorman	02/17/2022
	** Signature of Reporting Person	Date
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