Element Solutions Inc — Director's Dealing 2020

Feb 21, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Element Solutions Inc (ESI)
CIK: 0001590714
Period of Report: 2020-02-19

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-02-19	Common Stock, par value $0.01 per share	M	1084	—	Acquired	13813	Direct
2020-02-19	Common Stock, par value $0.01 per share	F	417	$12.04	Disposed	13396	Direct
2020-02-19	Common Stock, par value $0.01 per share	M	2481	—	Acquired	15877	Direct
2020-02-19	Common Stock, par value $0.01 per share	F	1037	$12.04	Disposed	14840	Direct
2020-02-19	Common Stock, par value $0.01 per share	M	5038	—	Acquired	19878	Direct
2020-02-19	Common Stock, par value $0.01 per share	F	2250	$12.04	Disposed	17628	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-19	Restricted Stock Units	$0.0	M	1084	Disposed		Common Stock (1084.0)	Direct
2020-02-19	Restricted Stock Units	$0.0	M	2481	Disposed		Common Stock (2481.0)	Direct
2020-02-19	Performance Stock Units	$0.0	M	5038	Disposed		Common Stock (5038.0)	Direct
2020-02-19	Performance Stock Units	$0.0	A	23534	Acquired		Common Stock (23534.0)	Direct
2020-02-19	Incentive Stock Options (Right to Buy)	$12.25	A	8163	Acquired		Common Stock (8163.0)	Direct
2020-02-19	Non-Qualified Stock Options (Right to Buy)	$12.25	A	23527	Acquired		Common Stock (23527.0)	Direct

Footnotes

F1: This transaction represents the settlement of restricted stock units ("RSUs") previously reported on 3/12/2019 of which 1/3 vested on 2/19/2020. Each RSU represented a contingent right to receive one share of the Issuer's common stock.

F2: Shares of the Issuer's common stock delivered solely to satisfy the tax withholding obligations due upon the vesting of the RSUs described above.

F3: This transaction represents the settlement of RSUs previously reported on 3/12/2019 which vested on 2/19/2020. Each RSU represented a contingent right to receive one share of the Issuer's common stock.

F4: Shares of the Issuer's common stock delivered solely to satisfy the tax withholding obligations due upon the vesting of the RSUs described in footnote 3.

F5: This transaction represents the settlement of 5,038 performance restricted stock units ("PRSUs") previously reported on 3/12/2019 which vested on 2/19/2020 upon Compensation Committee certification of performance achievement. Each PRSU represented the right to receive between zero and 2.5 shares of the Issuer's common stock.

F6: Shares of the Issuer's common stock delivered solely to satisfy the tax withholding obligations due upon the vesting of the PRSUs described in footnote 4.

F7: Each PRSU 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 7 will range from zero to 35,301 shares.

F8: 1/3 of each of these options will vest annually on February 19th over the next three years.