|
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
|
| |||||||||||||||||||||||||||||||||||||||||||||||||
|
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. | SEC 1474 (9-02) |
1. Title of Derivative Security (Instr. 3) |
2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) |
5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5) |
6. Date Exercisable and Expiration Date (Month/Day/Year) |
7. Title and Amount of Underlying Securities (Instr. 3 and 4) |
8. Price of Derivative Security (Instr. 5) |
9. Number of Derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) |
10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) |
11. Nature of Indirect Beneficial Ownership (Instr. 4) |
||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
Performance Stock Units | $ 0 | 03/15/2019 | M | 13,444 | (1) | (1) | Common Stock | 13,444 | (1) | 0 | D | ||||
Restricted Stock Units | $ 0 | 03/15/2019 | M | 4,151 | (2) | (2) | Common Stock | 4,151 | (2) | 0 | D | ||||
Non-Qualified Stock Options (Right to Buy) | $ 10.59 | 03/15/2019 | A | 19,380 | (4) | (4) | Common Stock | 19,380 | $ 10.59 | 19,380 | D | ||||
Performance Stock Units | $ 0 | 03/15/2019 | A | 17,312 | (5) | (5) | Common Stock | 17,312 | (5) | 17,312 | D |
Reporting Owner Name / Address | Relationships | |||
Director | 10% Owner | Officer | Other | |
Dorman Carey J. ELEMENT SOLUTIONS INC 1450 CENTREPARK BLVD, SUITE 210 WEST PALM BEACH, FL 33401 |
Chief Financial Officer |
/s/ Carey J. Dorman | 03/19/2019 | |
**Signature of Reporting Person | Date |
* | If the form is filed by more than one reporting person, see Instruction 4(b)(v). |
** | Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). |
(1) | This transaction represents the settlement of performance restricted stock units ("PRSUs") previously reported on 3/12/19 which vested on 3/15/19 upon achievement by the Issuer of certain performance levels based on the Issuer's (i) return on invested capital, as measured from 1/1/16 to 12/31/18, and (ii) annual compound total shareholder return, as measured from 3/16/16 to 3/15/19. Each PRSU represented a contingent right to receive on average between one and 2.5 shares of the Issuer's common stock. |
(2) | This transaction represents the settlement of 4,151 restricted stock units ("RSUs") previously reported on 3/12/19 which vested on 3/15/19. Each RSU represented a contingent right to receive one share of the Issuer's common stock. |
(3) | This number represents the aggregate number of shares of the Issuer's common stock delivered solely to satisfy the tax withholding obligations due upon the vesting of the PRSUs and RSUs described above. |
(4) | 1/3 of each of these options will vest annually on March 15th over the next three years. |
(5) | Each PRSU represents a contingent right to receive between one and 1.5 shares of common stock of the Issuer, subject to the achievement of certain adjusted EBITDA compound annual growth and adjusted earnings per share goals for the performance period ending 12/31/21. The number of shares reported in Column 7 will range from zero to 25,968 shares. |