0001213900-26-033040.txt : 20260323 0001213900-26-033040.hdr.sgml : 20260323 20260323173650 ACCESSION NUMBER: 0001213900-26-033040 CONFORMED SUBMISSION TYPE: SCHEDULE 13D/A PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20260323 DATE AS OF CHANGE: 20260323 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: APi Group Corp CENTRAL INDEX KEY: 0001796209 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-TO DWELLINGS & OTHER BUILDINGS [7340] ORGANIZATION NAME: 07 Trade & Services EIN: 981510303 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-91491 FILM NUMBER: 26783485 BUSINESS ADDRESS: STREET 1: C/O API GROUP, INC. STREET 2: 1100 OLD HIGHWAY 8 NW CITY: NEW BRIGHTON STATE: MN ZIP: 55112 BUSINESS PHONE: 651-636-4320 MAIL ADDRESS: STREET 1: C/O API GROUP, INC. STREET 2: 1100 OLD HIGHWAY 8 NW CITY: NEW BRIGHTON STATE: MN ZIP: 55112 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FRANKLIN MARTIN E CENTRAL INDEX KEY: 0000940603 ORGANIZATION NAME: FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SCHEDULE 13D/A MAIL ADDRESS: STREET 1: C/O MARIPOSA CAPITAL, LLC STREET 2: 500 SOUTH POINTE DRIVE; SUITE 240 CITY: MIAMI BEACH STATE: FL ZIP: 33139 SCHEDULE 13D/A 1 primary_doc.xml X0202 SCHEDULE 13D/A 0000940603 XXXXXXXX LIVE 12 Common Stock, par value $0.01 per share 03/23/2026 false 0001796209 28618M106 Element Solutions Inc
500 South Pointe Drive, Suite 200 Miami Beach FL 33139
Sir Martin E. Franklin (786) 482-6333 c/o Mariposa Capital, LLC 500 South Pointe Drive, Suite 240 Miami Beach FL 33139 0000940603 N Martin E. Franklin OO N X0 0.00 11282983.00 0.00 11282983.00 11282983.00 N 4.6 IN Y Martin E. Franklin Revocable Trust OO N FL 0.00 8603806.00 0.00 8603806.00 8603806.00 N 3.5 OO 0001725761 N MEF Holdings, LLLP OO N DE 0.00 7699912.00 0.00 7699912.00 7699912.00 N 3.2 PN Y MEF Holdings II, LLLP OO N DE 0.00 1784500.00 0.00 1784500.00 1784500.00 N 0.7 PN 0001093725 N Ian G.H. Ashken OO N X1 0.00 1674285.00 0.00 1674285.00 1674285.00 N 0.7 IN Y Tasburgh, LLC OO N CT 0.00 1353995.00 0.00 1353995.00 1353995.00 N 0.6 OO Y Nancy and Ian Ashken Investment Trust LLLP (f/k/a IGHA Holdings, LLLP) OO N DE 0.00 306880.00 0.00 306880.00 306880.00 N 0.1 IN Common Stock, par value $0.01 per share Element Solutions Inc 500 South Pointe Drive, Suite 200 Miami Beach FL 33139 This Amendment No. 12 (this "Amendment") amends the Statement on Schedule 13D filed with the U.S. Securities and Exchange Commission ("SEC") on January 27, 2014 (as amended by Amendment No. 1 filed on March 14, 2014, Amendment No. 2 filed on October 7, 2014, Amendment No. 3 filed on January 2, 2015, Amendment No. 4 filed on March 20, 2015, Amendment No. 5 filed on September 16, 2016, Amendment No. 6 filed on December 19, 2017, Amendment No. 7 filed on May 3, 2018, Amendment No. 8 filed on November 21, 2018, Amendment No. 9 filed on November 8, 2019, Amendment No. 10 filed on February 28, 2020 and Amendment No. 11 filed on June 30, 2020 the "Statement"), with respect to the common stock, par value $0.01 per share (the "Common Stock"), of Element Solutions Inc, a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 500 South Pointe Drive, Suite 200, Miami Beach, Florida. Unless specifically amended hereby, the disclosure set forth in the Statement shall remain unchanged. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings set forth in the Statement. This Amendment also constitutes an "exit filing" for the Reporting Persons (as defined below). Item 4 of the Statement is hereby amended by the addition of the following: On March 23, 2026, the Proxy Agreement dated February 27, 2020 was terminated, effective immediately (the "Termination"). Pursuant to the Proxy Agreement, Franklin had the power to vote the Tasburgh shares of Common Stock during the proxy term. As a result of the termination of the Proxy Agreement, Franklin no longer has beneficial ownership of the shares of Common Stock owned by Tasburgh. In 2022, the Proxy Agreement given by Powder Horn Hill Partners II, LLC terminated by its terms, and as such, the Lillie Reporting Persons ceased to be Reporting Persons. Paragraphs (a) of Item 5 of the Statement are hereby amended and restated in their entirety as follows: As of the date hereof, Franklin beneficially owns and has shared power to vote, or to direct the vote, and shared power to dispose, or to direct the disposition of, 11,282,983 shares of Common Stock controlled or held, directly or indirectly, by one or more of the Franklin Reporting Persons. Each of the Franklin Trust, MEF Holdings and MEF Holdings II has shared power to vote, or to direct the vote, and shared power to dispose, or to direct the disposition of, an aggregate of 8,603,806, 7,699,912 and 1,784,500 shares of Common Stock, respectively. The shares beneficially owned by Franklin consist of (i) 1,784,500 shares held directly by MEF Holdings II, (ii) 2,848,971 shares of Common Stock held by RSMA LLC (all of which are deemed to be beneficially owned by Franklin and 569,794 of which are held directly by the Franklin Trust), (iii) 5,915,412 shares of Common Stock held directly by MEF Holdings, (iv) 400,000 shares of Common Stock held directly by the Sir Martin E. Franklin Family Trust, and (v) 334,100 shares of Common Stock held directly by the Franklin Trust. In the aggregate, such 11,282,983, 8,603,806, 7,699,912 and 1,784,500 shares of Common Stock represent approximately 4.6%, 3.5%, 3.2% and 0.7%, respectively, of all outstanding shares of Common Stock (calculated based on 243,578,414 shares of Common Stock outstanding on February 12, 2026 (as reported in the Issuer's Annual Report on Form 10-K filed on February 18, 2026)). As of the date hereof, Ashken may be deemed to beneficially own and has shared power to vote, or to direct the vote, and shared power to dispose, or to direct the disposition of, 1,674,285 shares of Common Stock. The shares beneficially owned by Ashken consist of (i) 306,880 shares of Common Stock held directly by the Nancy and Ian Ashken Investment Trust LLLP (ii) 1,353,995 shares of Common Stock held directly by Tasburgh and (iii) 13,410 shares of Common Stock held directly by a second family trust. In the aggregate, such 1,674,285 shares of Common Stock represent approximately 0.7% of all outstanding shares of Common Stock. See Item 5(a). Paragraph (c) of Item 5 of the Statement is hereby amended by adding the following: Except as otherwise described herein, no other transactions were effected by the Reporting Persons in the past 60 days. Paragraph (e) of Item 5 of the Statement is hereby amended and restated in its entirety as follows: As of the date hereof, the Reporting Persons ceased to be beneficial owners of more than five percent of the Issuer's Common Stock outstanding. The filing of this Amendment constitutes an exit filing for the Reporting Persons. The information regarding the Termination under Item 4 is incorporated herein by reference. Exhibit A - Joint Filing Agreement among the Reporting Persons, dated March 23, 2026. Exhibit B - Notice of Termination, dated March 23, 2026. Martin E. Franklin /s/ Martin E. Franklin Sir Martin E. Franklin 03/23/2026 Martin E. Franklin Revocable Trust /s/ Martin E. Franklin Martin E. Franklin, as settlor and trustee of the Martin E. Franklin Revocable Trust 03/23/2026 MEF Holdings, LLLP MEF Holdings, LLC MEF Holdings, LLC / General Partner 03/23/2026 Mariposa Capital, LLC Mariposa Capital, LLC / Manager 03/23/2026 /s/ Desiree DeStefano Desiree DeStefano / Chief Financial Officer 03/23/2026 MEF Holdings II, LLLP MEF Holdings, LLC MEF Holdings, LLC / General Partner 03/23/2026 Mariposa Capital, LLC Mariposa Capital, LLC / Manager 03/23/2026 /s/ Desiree DeStefano Desiree DeStefano / Chief Financial Officer 03/23/2026 Ian G.H. Ashken /s/ Ian G.H. Ashken Ian G.H. Ashken 03/23/2026 Tasburgh, LLC /s/ Ian G.H. Ashken Ian G.H. Ashken / Managing Member 03/23/2026 Nancy and Ian Ashken Investment Trust LLLP (f/k/a IGHA Holdings, LLLP) /s/ Nancy and Ian Ashken Investment Trust LLC Nancy and Ian Ashken Investments LLC / General Partner 03/23/2026 /s/ Ian G.H. Ashken Ian G.H. Ashken / Managing Member 03/23/2026 EX-99.A 2 ea028266301exa.htm JOINT FILING AGREEMENT AMONG THE REPORTING PERSONS, DATED MARCH 23, 2026

Exhibit A

 

SCHEDULE 13D JOINT FILING AGREEMENT

 

In accordance with the requirements of Rule 13d-1(k) under the Securities Exchange Act of 1934, as amended, and subject to the limitations set forth therein, the parties set forth below agree to jointly file the Schedule 13D/A to which this Joint Filing Agreement is attached and have duly executed this Joint Filing Agreement as of the date set forth below.

 

Dated: March 23, 2026

 

  MARTIN E. FRANKLIN REVOCABLE TRUST
     
  By: /s/ Martin E. Franklin
    Martin E. Franklin, as settlor and trustee of the Martin E. Franklin Revocable Trust
     
  MEF HOLDINGS, LLLP
     
  By: MEF Holdings, LLC
  Its: General Partner
     
  By: Mariposa Capital, LLC
  Its: Manager
     
  By: /s/ Desiree DeStefano
  Name: Desiree DeStefano
  Title: Chief Financial Officer
     
  MEF HOLDINGS II, LLLP
     
  By: MEF Holdings, LLC
  Its: General Partner
     
  By: Mariposa Capital, LLC
  Its: Manager
     
  By: /s/ Desiree DeStefano
  Name: Desiree DeStefano
  Title: Chief Financial Officer
     
  /s/ Martin E. Franklin
  Martin E. Franklin

 

 

 

 

  TASBURGH, LLC
     
  By: /s/ Ian G.H. Ashken
  Name: Ian G.H. Ashken
  Title: Managing Member
     
  Nancy and Ian Ashken Investment Trust LLLP
     
  By: Nancy and Ian Ashken Investments LLC
  Its: General Partner
     
  By: /s/ Ian G.H. Ashken
  Name: Ian G.H. Ashken
  Title: Managing Member
     
  /s/ Ian G.H. Ashken
  Ian G.H. Ashken

 

 

 EX-99.B 3 ea028266301exb.htm NOTICE OF TERMINATION, DATED MARCH 23, 2026

Exhibit B

 

NOTICE OF TERMINATION

 

March 23, 2026

 

Ian G.H. Ashken

Tasburgh, LLC

c/o Mariposa Capital, LLC

500 South Point Drive, Suite 240

Miami Beach, Florida 33139

 

Dear Ian,

 

Reference is made to that certain Irrevocable Proxy Agreement, by and between Tasburgh, LLC and myself, effective as of February 27, 2020 (the “Agreement”). Notice is hereby given that the Agreement is terminated effective immediately and is of no further force or effect.

 

Very truly yours,  
 

/s/ Martin E. Franklin
Martin E. Franklin