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: Capps John Edward (EVP, General Counsel & Sec.)

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	5691	—	Acquired	307431	Direct
2020-02-19	Common Stock, par value $0.01 per share	F	2240	$12.04	Disposed	305191	Direct
2020-02-19	Common Stock, par value $0.01 per share	M	9869	—	Acquired	315060	Direct
2020-02-19	Common Stock, par value $0.01 per share	F	3884	$12.04	Disposed	311176	Direct
2020-02-19	Common Stock, par value $0.01 per share	M	19736	—	Acquired	330912	Direct
2020-02-19	Common Stock, par value $0.01 per share	F	7947	$12.04	Disposed	322965	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-02-19	Restricted Stock Units	$0.0	M	5691	Disposed		Common Stock (5691.0)	Direct
2020-02-19	Restricted Stock Units	$0.0	M	9869	Disposed		Common Stock (9869.0)	Direct
2020-02-19	Performance Stock Units	$0.0	M	19736	Disposed		Common Stock (19736.0)	Direct
2020-02-19	Performance Stock Units	$0.0	A	29072	Acquired		Common Stock (29072.0)	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	30983	Acquired		Common Stock (30983.0)	Direct

Footnotes

F1: This transaction represents the settlement of restricted stock units ("RSUs") previously reported on 2/21/2018 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 2/23/2017 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 19,736 performance restricted stock units ("PRSUs") previously reported on 2/23/2017 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 43,608 shares.

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