PSP Agfs Form 3 AgroFresh Solutions / W DEXTER PAINE III ownership change

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^*

PSP AGFS HOLDINGS, L.P.

(Last) (First) (Middle)

475 FIFTH AVENUE, 17TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

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)

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

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

	Form filed by One Reporting Person
X	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
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)
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(2)	(2)	(2)	Common Stock, par value $0.0001 per share	10,405,681(3)	(2)	I(1)(4)(5)	See notes(1)(4)(5)

1. Name and Address of Reporting Person^*

PSP AGFS HOLDINGS, L.P.

(Last) (First) (Middle)

475 FIFTH AVENUE, 17TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PAINE SCHWARTZ FOOD CHAIN FUND V GP, L.P.

(Last) (First) (Middle)

475 FIFTH AVENUE, 17TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PAINE SCHWARTZ FOOD CHAIN FUND V GP, LTD.

(Last) (First) (Middle)

475 FIFTH AVENUE, 17TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

PAINE W DEXTER III

(Last) (First) (Middle)

475 FIFTH AVENUE, 17TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

1. Name and Address of Reporting Person^*

SCHWARTZ KEVIN

(Last) (First) (Middle)

475 FIFTH AVENUE, 17TH FLOOR

(Street)

NEW YORK NY 10017

(City) (State) (Zip)

Explanation of Responses:

1. This statement is being filed by the following Reporting Persons: PSP AGFS Holdings, L.P. (the "Investor"), Paine Schwartz Food Chain Fund V GP, L.P. (the "GP"), Paine Schwartz Food Chain Fund V GP, Ltd. (the "UGP"), Mr. W. Dexter Paine and Mr. Kevin M. Schwartz.

2. 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.

3. Represents the number of shares of common stock issuable based upon the conversion of 150,000 shares of Series B-1 Preferred Stock 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).

4. The GP is the sole general partner of the Investor and 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. Paine and Mr. Schwartz serve as directors of the UGP and each disclaim beneficial ownership of any common stock held of record or beneficially owned by the Investor, the GP and the UGP.

5. Each Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange of 1934, as amended (the "Exchange Act"), or for any other purpose, except to the extent of its respective pecuniary interest therein, if any. This report shall not be deemed an admission that any of the GP or UGP is a beneficial owner of the securities held by the Investor, in each case for the purpose of Section 16 of the Exchange Act, or for any other purpose, except to the extent of their pecuniary interest therein, if any.

	PSP AGFS Holdings, L.P., By: /s/ Kevin Schwartz, Name: Kevin Schwartz, Title: Chief Executive Officer	07/29/2020
	Paine Schwartz Food Chain Fund V GP, L.P., By: Paine Schwartz Food Chain Fund V GP, Ltd., Its: General Partner By: /s/ Kevin Schwartz Name: Kevin Schwartz, Title: Director	07/29/2020
	Paine Schwartz Food Chain Fund V GP, Ltd., By: /s/ Kevin Schwartz, Name: Kevin Schwartz, Title: Director	07/29/2020
	/s/ Kevin Schwartz, Name: Kevin Schwartz	07/29/2020
	/s/ W. Dexter Paine, III, Name: W. Dexter Paine, III	07/29/2020
	** Signature of Reporting Person	Date
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