| 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*
(Street)
| 2. Issuer Name and Ticker or Trading Symbol AgroFresh Solutions, Inc. [ AGFS ] | 5. Relationship of Reporting Person(s) to Issuer (Check all applicable)
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| 3. Date of Earliest Transaction (Month/Day/Year) 09/25/2020 | ||||||||||||||||||||||||||
| 4. If Amendment, Date of Original Filed (Month/Day/Year) | 6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 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 | ||||||
| Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Series B Convertible Preferred Stock(2) | (2) | 09/25/2020 | A | 150,000 | (2) | (2) | Common Stock, par value $0.0001 per share | 30,000,000(3) | (2) | 150,000 | I(1)(4)(5) | See notes(1)(4)(5) | |||
1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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1. Name and Address of Reporting Person*
(Street)
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| 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 Convertible Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock") was issued in exchange for 150,000 shares of Series B-1 Convertible Preferred Stock, par value $0.0001 per share, and 150,000 shares of Series B-2 Convertible Preferred Stock, par value $0.0001 per share, that were previously issued to the Investor. Shares of Series B Preferred Stock are 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. The Series B 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 Preferred Stock. |
| 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 | 09/29/2020 | |
| 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 | 09/29/2020 | |
| Paine Schwartz Food Chain Fund V GP, Ltd., By: /s/ Kevin Schwartz, Name: Kevin Schwartz, Title: Director | 09/29/2020 | |
| /s/ Kevin Schwartz, Name: Kevin Schwartz | 09/29/2020 | |
| /s/ W. Dexter Paine, III, Name: W. Dexter Paine, III | 09/29/2020 | |
| ** 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. | ||
