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Element Solutions Inc — Director's Dealing 2022
Feb 17, 2022
30916_dirs_2022-02-17_8e439dbd-c4f0-45b1-9ded-8afaae1a977e.zip
Director's Dealing
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SEC Form 4 — Statement of Changes in Beneficial Ownership
Issuer: Element Solutions Inc (ESI)
CIK: 0001590714
Period of Report: 2022-02-15
Reporting Person: Capps John Edward (EVP, General Counsel & Sec.)
Non-Derivative Transactions
| Date | Security | Code | Shares | Price | A/D | Holdings After | Ownership |
|---|---|---|---|---|---|---|---|
| 2022-02-15 | Common Stock, par value $0.01 per share | M | 227273 | — | Acquired | 554399 | Direct |
| 2022-02-15 | Common Stock, par value $0.01 per share | F | 89541 | $23.26 | Disposed | 464858 | Direct |
| 2022-02-15 | Common Stock, par value $0.01 per share | M | 46298 | — | Acquired | 511156 | Direct |
| 2022-02-15 | Common Stock, par value $0.01 per share | F | 18219 | $23.26 | Disposed | 492937 | Direct |
Derivative Transactions
| Date | Security | Exercise Price | Code | Shares | A/D | Expiration | Underlying | Ownership |
|---|---|---|---|---|---|---|---|---|
| 2022-02-15 | Performance Stock Units | $0.0 | M | 227273 | Disposed | Common Stock (227273.0) | Direct | |
| 2022-02-15 | Performance Stock Units | $0.0 | M | 30865 | Disposed | Common Stock (46298.0) | Direct | |
| 2022-02-15 | Performance Stock Units | $0.0 | A | 120000 | Acquired | Common Stock (120000.0) | Direct | |
| 2022-02-15 | Performance Stock Units | $0.0 | A | 17197 | Acquired | Common Stock (17197.0) | Direct | |
| 2022-02-15 | Restricted Stock Units | $0.0 | A | 8598 | Acquired | Common Stock (8598.0) | Direct |
Footnotes
F1: Represents settlement of a performance stock unit ("PRSU") award granted on 1/30/2019 and previously reported. Each PRSU represented a contingent right to receive one share of the Issuer's common stock.
F2: Represents shares withheld to satisfy the tax obligations due upon vesting of the PRSUs described in footnote 1 above.
F3: Represents settlement of a PRSU award granted on 2/20/2019 and previously reported. Each PRSU represented a contingent right to receive up to 1.5 shares of the Issuer's common stock.
F4: Represents shares withheld to satisfy the tax obligations due upon vesting of the PRSUs described in footnote 3 above.
F5: The vesting of these PRSUs is subject to the achievement by the Issuer of a performance target of adjusted earnings per share of $2.72 per annum by December 31, 2026. The actual number of shares earned will be determined by applying a total shareholder return (TSR) multiplier based on the Issuer's TSR relative to the applicable benchmark index for the performance period. The TSR multiplier will range from 0.85 to 1.15.
F6: Each PRSU represents a contingent right to receive up to two shares of the Issuer's common stock, subject to the achievement of certain adjusted EBITDA compound annual growth and cash return on investment (CRI) goals for the performance period ending on December 31, 2024. The number of shares reported in Column 7 will range from zero to 34,394.
F7: Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. The grant will vest in 1/3 increments over the next three years.