Sec Form 4 Filing - Lewis Clinton A. Jr. @ AgroFresh Solutions, Inc. - 2022-12-29

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
Lewis Clinton A. Jr.
2. Issuer Name and Ticker or Trading Symbol
AgroFresh Solutions, Inc. [ AGFS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
CEO
(Last) (First) (Middle)
ONE WASHINGTON SQUARE, 510-530 WALNUT STREET, SUITE 1350
3. Date of Earliest Transaction (MM/DD/YY)
12/29/2022
(Street)
PHILADELPHIA, PA19106
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 12/29/2022 F 69,761( 1 ) D $ 2.96 338,969( 2 ) D
Common Stock 12/29/2022 F 60,092( 1 ) D $ 2.96 249,770( 3 ) D
Common Stock 12/29/2022 F 61,776( 1 ) D $ 2.96 256,759( 4 ) D
Common Stock 12/29/2022 M 181,751( 1 ) A $ 2.07 235,201 D
Common Stock 12/29/2022 F 151,652( 1 ) D $ 2.95 83,549 D
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
Employee Stock Option (right to buy) $ 2.07 12/29/2022 M 181,751 ( 5 ) 05/10/2031 Common Stock 181,751 $ 0 363,503 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Lewis Clinton A. Jr.
ONE WASHINGTON SQUARE
510-530 WALNUT STREET, SUITE 1350
PHILADELPHIA, PA19106
X CEO
Signatures
/s/ Jason Simon, Attorney in Fact 01/03/2023
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On December 29, 2022, in order to mitigate or eliminate the amount of excise tax that might be payable by the Reporting Person in certain circumstances pursuant to Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, the Board of Directors of the Issuer approved accelerated vesting of the Reporting Person's equity awards that were otherwise scheduled to vest in April and May of 2023, including service-based restricted stock units ("RSUs") with all such RSU accelerations occurring on December 29, 2022.
( 2 )The Reporting Person was granted 408,730 restricted shares in 2022, originally vesting in three equal annual installments beginning on April 1, 2023. 69,761 shares were forfeited effective December 29, 2022 in satisfaction of taxes payable upon accelerated vesting of the installment originally scheduled to vest on April 1, 2023.
( 3 )The Reporting Person was granted 352,444 restricted shares in 2021, originally vesting in three equal annual installments beginning on March 31, 2022. 60,092 shares were forfeited effective December 29, 2022 in satisfaction of taxes payable upon accelerated vesting of the installment originally scheduled to vest on March 31, 2023, and certain of these shares were previously forfeited in satisfaction of taxes payable upon vesting. Shares reported in this row are in addition to shares reported in row 5, which are not subject to restrictions.
( 4 )The Reporting Person was granted 362,319 restricted shares in 2021, originally vesting in three equal annual installments beginning on May 10, 2022. 61,776 shares were forfeited effective December 29, 2022 in satisfaction of taxes payable upon accelerated vesting of the installment originally scheduled to vest on May 10, 2023, and certain of these shares were previously forfeited in satisfaction of taxes payable upon vesting. Shares reported in this row are in addition to shares reported in row 5, which are not subject to restrictions.
( 5 )This stock option vests in three equal installments beginning on May 10, 2022.

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