Sec Form 4 Filing - FRANKLIN MARTIN E @ Element Solutions Inc - 2023-08-21

Insider filing report for Changes in Beneficial Ownership
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FORM 4
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
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
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1. Name and Address of Reporting Person
FRANKLIN MARTIN E
2. Issuer Name and Ticker or Trading Symbol
Element Solutions Inc [ ESI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
C/O ELEMENT SOLUTIONS INC, 500 EAST BROWARD BOULEVARD, SUITE 1860
3. Date of Earliest Transaction (MM/DD/YY)
08/21/2023
(Street)
FORT LAUDERDALE, FL33394
4. If Amendment, Date Original Filed (MM/DD/YY)
6. Individual or Joint/Group Filing (Check Applicable Line)
__ X __ Form filed by One Reporting Person
_____ Form filed by More than One Reporting Person
(City) (State) (Zip)
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3)
2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 3. Transaction Code
(Instr. 8)
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4)
7. Nature of Indirect Beneficial Ownership
(Instr. 4)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 08/21/2023 J 400,000 ( 1 ) D 500,000 I By Martin E. Franklin Revocable Trust ( 3 )
Common Stock, par value $0.01 per share 08/21/2023 J 400,000 ( 1 ) A 400,000 I By Family Trust ( 4 )
Common Stock, par value $0.01 per share 1,037,000 I By Foundation ( 5 )
Common Stock, par value $0.01 per share 6,889,513 I By MEF Holdings, LLLP ( 6 )
Common Stock, par value $0.01 per share 2,848,971 I By RSMA, LLC ( 7 )
Common Stock, par value $0.01 per share 2,419,500 I By MEF Holdings II, LLLP ( 8 )
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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
(MM/DD/YY)
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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
FRANKLIN MARTIN E
C/O ELEMENT SOLUTIONS INC
500 EAST BROWARD BOULEVARD, SUITE 1860
FORT LAUDERDALE, FL33394
X
Signatures
/s/ John E. Capps as Attorney-in-Fact for Martin E. Franklin 08/22/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )In connection with an estate planning transaction, the Revocable Trust (defined below) transferred shares of the Issuer's common stock to the Family Trust (defined below). There were no third parties involved in this transaction, which was purely estate planning in nature.
( 2 )For tax purposes, the shares were transferred for a price equal to $19.15 per share, which represents the fair market value of a share of the Issuer's common stock based on the average of the high and low trading prices on the transaction date.
( 3 )Shares are held by the Martin E. Franklin Revocable Trust ("Revocable Trust"), of which Mr. Franklin is the sole settlor, trustee and lifetime beneficiary.
( 4 )Shares are held by the Sir Martin E. Franklin Family Trust ("Family Trust"), of which Mr. Franklin is a trustee and he and his descendants are beneficiaries. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.
( 5 )Shares are held by a charitable foundation in which the reporting person serves as a director and officer. Mr. Franklin disclaims beneficial ownership of, and has no pecuniary interest in, these shares.
( 6 )Shares are held directly by MEF Holdings, LLLP, the general partner of which is wholly-owned by the Revocable Trust. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.
( 7 )Shares are held by directly by RSMA, LLC, of which Mr. Franklin is the managing member. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.
( 8 )Shares are held by MEF Holdings II, LLLP, the general partner of which is wholly-owned by the Revocable Trust. Mr. Franklin disclaims beneficial ownership of any shares except to the extent of his pecuniary interest therein.

Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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