QUAKER CHEMICAL CORP — Director's Dealing 2021

Mar 11, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: QUAKER CHEMICAL CORP (KWR)
CIK: 0000081362
Period of Report: 2021-03-09

Reporting Person: Gulf Hungary Holding Korlatolt Felelossegu Tarsasag (10% Owner)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-03-09	Common Stock	S	118313	—	Disposed	101054	Direct
2021-03-09	Common Stock	P	118313	—	Acquired	4172897	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-03-09	Prepaid Variable Forward Sale Contract	$	J	98644	Acquired		Common Stock (98644)	Indirect
2021-03-09	Prepaid Variable Forward Sale Contract	$	J	98644	Acquired		Common Stock (98644)	Indirect
2021-03-09	Prepaid Variable Forward Sale Contract	$	J	51467	Acquired		Common Stock (51467)	Indirect
2021-03-09	Prepaid Variable Forward Sale Contract	$	J	51467	Acquired		Common Stock (51467)	Indirect
2021-03-09	Prepaid Variable Forward Sale Contract	$	J	42889	Acquired		Common Stock (42889)	Indirect
2021-03-09	Prepaid Variable Forward Sale Contract	$	J	42889	Acquired		Common Stock (42889)	Indirect

Footnotes

F1: Transfer by the reporting person to QH Hungary Holdings Limited, a wholly owned subsidiary of the reporting person ("QH Hungary").

F2: On March 9, 2021, QH Hungary entered into two prepaid variable share forward transactions with Citibank, N.A. ("Citibank"). See Footnote 3 and Remarks for details of the transaction.

F3: The prepaid forward transactions with Citibank are each divided into 30 components (each a "Component"). For each Component, QH Hungary is obligated to, on the settlement date (the "Settlement Date") determined based on the specified scheduled valuation date within the periods from January 26, 2022 to March 9, 2022 or from July 7, 2022 to August 17, 2022 either, at QH Hungary's option, (i) up to 3,288 Shares (or 3,289 Shares for the last four Settlement Dates) to Citi (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 assuming the obligation under the two prepaid forward contracts, QH Hungary received upfront cash prepayments of $21,148,410 and $20,861,652 from Citi.

F4: On March 9, 2021, QH Hungary entered into two prepaid variable share forward transaction with JPMorgan Chase Bank, National Association ("JPMorgan"). See Footnote 5 and Remarks for details of the transaction.

F5: The prepaid forward transactions with JPMorgan are each divided into 30 Components. For each Component, QH Hungary is obligated to, on each Settlement Date either, at QH Hungary's option, (i) up to 1,715 Shares (or 1,716 Shares for the last seventeen Settlement Dates) to JPMorgan 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 assuming the obligation under the two prepaid forward contracts, QH Hungary received upfront cash prepayments of $11,034,074 and $10,884,459 from JPMorgan.

F6: On March 9, 2021, QH Hungary entered into two prepaid variable share forward transaction with Royal Bank of Canada ("RBC"). See Footnote 7 and Remarks for details of the transaction.

F7: The prepaid forward transactions with RBC are each divided into 30 Components. For each Component, QH Hungary is obligated to, on each Settlement Date either, at QH Hungary's option, (i) up to 1,429 Shares (or 1,430 Shares for the last nineteen Settlement Dates) to RBC 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 assuming the obligation under the two prepaid forward contracts, QH Hungary received upfront cash prepayments of $9,195,026 and $9,070,347 from RBC.