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*
(Street)
| 2. Date of Event Requiring Statement (Month/Day/Year) 12/15/2020 | 3. Issuer Name and Ticker or Trading Symbol Element Solutions Inc [ ESI ] | |||||||||||||
4. Relationship of Reporting Person(s) to Issuer (Check all applicable)
| 5. 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 Beneficially Owned | |||
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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) |
Common Stock, par value $0.01 per share | 244,706 | D |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||
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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 | ||||
Performance Stock Units | (1) | (1) | Common Stock | 181,818 | 0.0(1) | D | |
Performance Stock Units | (2) | (2) | Common Stock | 22,148 | 0.0(2) | D | |
Restricted Stock Units | (3) | (3) | Common Stock | 11,075 | 0.0(3) | D | |
Performance Stock Units | (4) | (4) | Common Stock | 17,637 | 0.0(4) | D | |
Restricted Stock Units | (5) | (5) | Common Stock | 5,879 | 0.0(5) | D | |
Performance Stock Units | (6) | (6) | Common Stock | 16,261 | 0.0(6) | D | |
Performance Stock Units | (7) | (7) | Common Stock | 2,710 | 0.0(7) | D |
Explanation of Responses: |
1. The vesting of these performance restricted stock units ("PRSU"), granted on 7/14/2020, is subject to the achievement by the Issuer of the performance target in any fiscal year ending on or before 12/31/2022. Each PRSU represents a contingent right to receive one share of the Issuer's common stock. |
2. Each of these PRSUs, granted on 2/19/2020, represents a contingent right to receive up to 1.5 shares of the Issuer's common stock, subject to the achievement of certain adjusted EBITDA compound annual growth and adjusted earnings per share goals for the performance period ending 12/31/2022. The number of shares reported in Column 3 will range from zero to 33,222 shares. |
3. Each of these restricted stock units ("RSU"), granted on 2/19/2020, represents a contingent right to receive one share of the Issuer's common stock. This grant vests in 1/3 annual increments, subject to continuous service. |
4. Each of these PRSUs, granted on 2/20/2019, represents a contingent right to receive up to 1.5 shares of the Issuer's common stock, subject to the achievement of certain adjusted EBITDA compound annual growth and adjusted earnings per share goals for the performance period ending 12/31/2021. The number of shares reported in Column 3 will range from zero to 26,456 shares. |
5. Each of these RSUs, granted on 2/20/2019, represents a contingent right to receive one share of the Issuer's common stock. This grant has been vesting in 1/3 annual increments, subject to continuous service, since its grant date. |
6. Each of these PRSUs, granted on 2/19/2018, represents a contingent right to receive up to 1.5 share of the Issuer's common stock and will vest on 2/19/ 2021, subject to the achievement by the Issuer of certain adjusted EBITDA goals. The number of shares reported in column 3 will range from zero to a maximum number of 24,392 shares. |
7. Each of these RSUs, granted on 2/19/2018, represents a contingent right to receive one share of the Issuer's common stock. This grant has been vesting in 1/3 annual increments, subject to continuous service, since its grant date. |
Remarks: |
/s/ Joseph J. D'Ambrisi | 12/28/2020 | |
** 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 5 (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. |