QUAKER CHEMICAL CORP — Director's Dealing 2021

Nov 29, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: QUAKER CHEMICAL CORP (KWR)
CIK: 0000081362
Period of Report: 2021-11-24

Reporting Person: QH Hungary Holdings Ltd (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-24	Prepaid Variable Forward Sale Contract	$	J	350000	Acquired		Common Stock (350000)	Direct
2021-11-24	Prepaid Variable Forward Sale Contract	$	J	175000	Acquired		Common Stock (175000)	Direct
2021-11-24	Prepaid Variable Forward Sale Contract	$	J	98644	Acquired		Common Stock (98644)	Direct
2021-11-24	Prepaid Variable Forward Sale Contract	$	J	51467	Acquired		Common Stock (51467)	Direct
2021-11-24	Prepaid Variable Forward Sale Contract	$	J	175000	Acquired		Common Stock (175000)	Direct
2021-11-24	Prepaid Variable Forward Sale Contract	$	J	42889	Acquired		Common Stock (42889)	Direct

Footnotes

F1: On November 24, 2021, the Reporting Person amended three existing and previously reported prepaid variable share forward transactions with Citibank, N.A. ("Citibank"). See Footnote 2 and Remarks for details of the amended transactions.

F2: Two of the amended prepaid forward transactions with Citibank are each divided into 50 components, and the other amended prepaid forward transaction with Citibank is divided into one tranche ("Tranche 1") of 50 components and a second tranche ("Tranche 2") of 30 components (each a "Component").

F3: For each Component, the reporting person is obligated to deliver, on the settlement date (the "Settlement Date") determined based on the specified scheduled valuation date within the periods from November 28, 2023 to February 8, 2024, March 24, 2023 to June 5, 2023 (Tranche 1), July 7, 2022 to August 17, 2022 (Tranche 2) or from March 24, 2023 to June 5, 2023 (as applicable) either, at the reporting person's option, (i) (A) up to 7,000 Shares, (B) up to 1,750 Shares (Tranche 1) and up to 2,916 Shares (or 2,917 Shares for the last 20 Settlement Dates) (Tranche 2), and (C) up to 1,973 Shares (or 1,972 Shares for the last six Settlement Dates) to Citibank (such Share number, "Subject Number") based on the average market price of the Shares determined as described below in Remarks or (ii) an amount of cash equivalent to the value of such Shares. In exchange for amending the three prepaid forward contracts, the reporting person received a net cash payment of $734,269.57 from Citibank.

F4: On November 24, 2021, the Reporting Person amended three existing and previously reported prepaid variable share forward transaction with Royal Bank of Canada ("RBC"). See Footnote 4 and Remarks for details of the amended transactions.

F5: Two of the amended prepaid forward transactions with RBC are each divided into 50 Components, and the other amended prepaid forward transaction with RBC is divided into one tranche ("Tranche 1") of 50 Components and a second tranche ("Tranche 2") of 30 Components.

F6: For each Component, the reporting person is obligated to deliver, on the settlement date (the "Settlement Date") determined based on the specified scheduled valuation date within the periods from November 28, 2023 to February 8, 2024, March 24, 2023 to June 5, 2023 (Tranche 1), July 7, 2022 to August 17, 2022 (Tranche 2) or from March 24, 2023 to June 5, 2023 (as applicable) either, at the reporting person's option, (i) (A) up to 1,030 Shares (or 1,029 Shares for the last 33 Settlement Dates), (B) up to 1,750 Shares (Tranche 1) and up to 2,916 Shares (or 2,917 Shares for the last 20 Settlement Dates) (Tranche 2), and (C) up to 858 Shares (or 857 Shares for the last 11 Settlement Dates) to RBC (such Share number, "Subject Number") based on the average market price of the Shares determined as described below in Remarks or (ii) an amount of cash equivalent to the value of such Shares.

F7: In exchange for amending the three prepaid forward contracts, the reporting person paid a net cash payment of $1,334,269.57 to RBC.