UL Solutions (ULS) Form 3 UL Solutions / Alberto Uggetti 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^*

Uggetti Alberto

(Last) (First) (Middle)

C/O UL SOLUTIONS INC.

333 PFINGSTEN ROAD

(Street)

NORTHBROOK IL 60062

(City) (State) (Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
04/12/2024

3. Issuer Name and Ticker or Trading Symbol
UL Solutions Inc. [ ULS ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

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

5. 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 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
Stock Appreciation Right(1)	04/01/2023	04/01/2025	Class A Common Stock	3,430(1)	13.15	D
Stock Appreciation Right(1)	03/01/2024	03/01/2026	Class A Common Stock	4,374(1)	13.15	D
Stock Appreciation Right(1)	04/01/2025	04/01/2027	Class A Common Stock	4,538(1)	30.06	D
Stock Appreciation Right(1)	04/01/2026	04/01/2028	Class A Common Stock	6,382(1)	28.34	D

Explanation of Responses:

1. The stock appreciation rights currently can only be settled in cash in an amount equal to the difference between the exercise price and the value of the Issuer's Common Stock at the time of exercise. In connection with the closing of the Issuer's initial public offering, the cash-settled stock appreciation rights will be converted to stock appreciation rights that will be settled in shares of the Issuer's Class A Common Stock. There will be no adjustment to the number or exercise price of the stock appreciation rights in connection with the conversion.

Remarks:

Exhibit 24 - Power of Attorney.

	/s/ Ryan Robinson, Attorney-in-Fact for Alberto Uggetti	04/12/2024
	** 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.
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