Element Solutions Inc — Director's Dealing 2022

Feb 17, 2022

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Element Solutions Inc (ESI)
CIK: 0001590714
Period of Report: 2022-02-15

Reporting Person: Dorman Carey J. (EVP, CFO)

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	68182	—	Acquired	89072	Direct
2022-02-15	Common Stock, par value $0.01 per share	F	26830	$23.26	Disposed	62242	Direct
2022-02-15	Common Stock, par value $0.01 per share	M	113637	—	Acquired	175879	Direct
2022-02-15	Common Stock, par value $0.01 per share	F	44717	$23.26	Disposed	131162	Direct
2022-02-15	Common Stock, par value $0.01 per share	M	13229	—	Acquired	144391	Direct
2022-02-15	Common Stock, par value $0.01 per share	F	5358	$23.26	Disposed	139033	Direct
2022-02-15	Common Stock, par value $0.01 per share	M	25968	—	Acquired	165001	Direct
2022-02-15	Common Stock, par value $0.01 per share	F	10219	$23.26	Disposed	154782	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2022-02-15	Performance Stock Units	$0.0	M	68182	Disposed		Common Stock (68182.0)	Direct
2022-02-15	Performance Stock Units	$0.0	M	113637	Disposed		Common Stock (113637.0)	Direct
2022-02-15	Performance Stock Units	$0.0	M	8819	Disposed		Common Stock (13229.0)	Direct
2022-02-15	Performance Stock Units	$0.0	M	17312	Disposed		Common Stock (25968.0)	Direct
2022-02-15	Performance Stock Units	$0.0	A	320000	Acquired		Common Stock (320000.0)	Direct
2022-02-15	Performance Stock Units	$0.0	A	21497	Acquired		Common Stock (21497.0)	Direct
2022-02-15	Restricted Stock Units	$0.0	A	10748	Acquired		Common Stock (10748.0)	Direct

Footnotes

F1: Represents settlement of a performance stock unit ("PRSU") award granted on 7/14/2020 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 3/12/2019 and previously reported. Each PRSU represented a contingent right to receive one share 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: 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 share of the Issuer's common stock.

F6: Represents shares withheld to satisfy the tax obligations due upon vesting of the PRSUs described in footnote 5 above.

F7: Represents settlement of a PRSU award granted on 3/15/2019 and previously reported. Each PRSU represented a contingent right to receive up to 1.5 share of the Issuer's common stock.

F8: Represents shares withheld to satisfy the tax obligations due upon vesting of the PRSUs described in footnote 7 above.

F9: 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.

F10: 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 42,994.

F11: 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.