Element Solutions Inc — Director's Dealing 2019

Mar 19, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Element Solutions Inc (ESI)
CIK: 0001590714
Period of Report: 2019-03-15

Reporting Person: Dorman Carey J. (Chief Financial Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2019-03-15	Common Stock, par value $0.01 per share	M	13444	—	Acquired	15353	Direct
2019-03-15	Common Stock, par value $0.01 per share	M	4151	—	Acquired	19504	Direct
2019-03-18	Common Stock, par value $0.01 per share	F	6775	$10.51	Disposed	12729	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-03-15	Performance Stock Units	$0.0	M	13444	Disposed		Common Stock (13444.0)	Direct
2019-03-15	Restricted Stock Units	$0.0	M	4151	Disposed		Common Stock (4151.0)	Direct
2019-03-15	Non-Qualified Stock Options (Right to Buy)	$10.59	A	19380	Acquired		Common Stock (19380.0)	Direct
2019-03-15	Performance Stock Units	$0.0	A	17312	Acquired		Common Stock (17312.0)	Direct

Footnotes

F1: This transaction represents the settlement of performance restricted stock units ("PRSUs") previously reported on 3/12/19 which vested on 3/15/19 upon achievement by the Issuer of certain performance levels based on the Issuer's (i) return on invested capital, as measured from 1/1/16 to 12/31/18, and (ii) annual compound total shareholder return, as measured from 3/16/16 to 3/15/19. Each PRSU represented a contingent right to receive on average between one and 2.5 shares of the Issuer's common stock.

F2: This transaction represents the settlement of 4,151 restricted stock units ("RSUs") previously reported on 3/12/19 which vested on 3/15/19. Each RSU represented a contingent right to receive one share of the Issuer's common stock.

F3: This number represents the aggregate number of shares of the Issuer's common stock delivered solely to satisfy the tax withholding obligations due upon the vesting of the PRSUs and RSUs described above.

F4: 1/3 of each of these options will vest annually on March 15th over the next three years.

F5: Each PRSU represents a contingent right to receive between one and 1.5 shares of common stock of the Issuer, subject to the achievement of certain adjusted EBITDA compound annual growth and adjusted earnings per share goals for the performance period ending 12/31/21. The number of shares reported in Column 7 will range from zero to 25,968 shares.