Orion S.A. — Director's Dealing 2023

Sep 13, 2023

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Orion S.A. (OEC)
CIK: 0001609804
Period of Report: 2023-09-11

Reporting Person: Davis Anthony Lynn (Director)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2023-09-11	Common Shares, no par value	J	11689	$0.00	Disposed	0	Indirect
2023-09-11	Common Shares, no par value	J	5469	$0.00	Acquired	1829711	Indirect
2023-09-11	Common Shares, no par value	J	4459	$0.00	Acquired	1834170	Indirect
2023-09-11	Common Shares, no par value	J	791	$0.00	Acquired	324194	Indirect
2023-09-11	Common Shares, no par value	J	970	$0.00	Acquired	325164	Indirect

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Shares, no par value	587571	Indirect

Footnotes

F1: Held by Davis Investment Holdings, LLC, whose sole member is the Reporting Person.

F2: Represents 5,250 restricted shares granted by the Issuer to the Reporting Person on June 8, 2023, which vest on the day prior to the Issuer's 2024 Annual General Meeting of Shareholders (the "2023 Grant Shares") and 6,439 restricted shares granted by the Issuer to the Reporting Person on July 1, 2022, which vested on June 6, 2023 (the "2022 Grant Shares"), each of which was previously assigned by the Reporting Person to Inherent Group, LP (the "Assignor"), an entity controlled by the Reporting Person, pursuant to the Portfolio Company Board of Directors Policy of the Assignor (the "Policy"), (cont'd in FN3)

F3: (cont'd from FN 2) for further distribution in accordance with the Policy to the funds named in footnotes (4) and (5), which are managed by the Assignor. Pursuant to the Policy, on September 11, 2023, the Assignor assigned 791 of the 2023 Grant Shares and 970 of the 2022 Grant Shares to Inherent CIO1, LLC and assigned 4,459 of the 2023 Grant Shares and 5,469 of the 2022 Grant Shares to Inherent ESG Opportunity Master, LP.

F4: Held by Inherent ESG Opportunity Master, LP, a fund managed by the Assignor, which is controlled by the Reporting Person. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.

F5: Held by Inherent CIO1, LLC, a fund managed by Inherent Group, LP, which is controlled by the Reporting Person. The Reporting Person disclaims beneficial ownership of these securities except to the extent of his pecuniary interest therein.