Element Solutions Inc — Director's Dealing 2020

Feb 27, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Element Solutions Inc (ESI)
CIK: 0001590714
Period of Report: 2020-02-25

Reporting Person: FRANKLIN MARTIN E (Director, 10% Owner, Executive Chairman)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-25	Common Stock, par value $0.01 per share	C	1060000	—	Acquired	11509987	Indirect
2020-02-27	Common Stock, par value $0.01 per share	J	11509987	—	Disposed	0	Indirect
2020-02-27	Common Stock, par value $0.01 per share	J	4452063	—	Acquired	6889512	Indirect
2020-02-27	Common Stock, par value $0.01 per share	J	2605861	—	Acquired	2848971	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-25	Series A Preferred Stock, par value $0.01 per share	$0.0	C	1060000	Acquired		Common Stock (1060000.0)	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock, par value $0.01 per share	2419500	Indirect

Footnotes

F1: On 2/25/2020, all holders of the Issuer's Series A Preferred Stock, including Mariposa Acquisition, LLC, voluntarily converted (the "Conversion") their shares of Series A Preferred Stock into shares of the Issuer's common stock. Each share of Series A Preferred Stock was convertible at any time on or before 12/31/2020 at the election of the holder, on a one-for-one basis, for no additional consideration. This transaction is exempt from the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16b-6(b).

F2: On 2/27/2020, Mariposa Acquisition, LLC distributed all 11,509,987 shares of the Issuer's common stock held by it following the Conversion pro rata to its members based on each member's pecuniary interest (the "Distribution"), including 61.32% beneficially owned (for purposes of Section 16 under the Exchange Act) indirectly by Mr. Franklin through MEF Holdings, LLLP (38.68%) and RSMA, LLC (22.64%). This change in form of beneficial ownership is exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13. NONE OF THE PARTIES RECEIVING THE DISTRIBUTION HAVE ANY CURRENT INTENTION TO SELL SHARES OF THE ISSUER.