Sec Form 4 Filing - Miao Graham G @ AgroFresh Solutions, Inc. - 2023-03-09

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Miao Graham G 2. Issuer Name and Ticker or Trading Symbol AgroFresh Solutions, Inc. [ AGFS] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) Chief Financial Officer (Last) (First) (Middle) C/O AGROFRESH SOL., INC. ONE WA SQUARE, 510-530 WALNUT ST., SUITE 1350 3. Date of Earliest Transaction (MM/DD/YY) 03/09/2023 (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 03/09/2023 A 208 ( 1 ) A $ 0 424,275 D Common Stock 119,266 ( 2 ) D Common Stock 161,860 ( 3 ) D Common Stock 39,736 ( 4 ) D Common Stock 45,186 ( 5 ) 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

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Miao Graham G C/O AGROFRESH SOL., INC. ONE WA SQUARE 510-530 WALNUT ST., SUITE 1350 PHILADELPHIA, PA19106 Chief Financial Officer Signatures /s/ Jason Simon, Attorney-in-Fact 03/13/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )As previously reported, 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 March and April of 2023, including performance-based stock units ("PSUs"), with PSUs accelerating vesting on December 29, 2022 at a performance level equal to 128.1% of target. Shares reported in this line represent additional shares issued upon vesting of PSUs for a "true-up" based on actual performance for 2022. ( 2 )The Reporting Person was granted 168,258 restricted shares in 2021, vesting in three equal annual installments beginning on March 31, 2023. 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 1, which are not subject to restrictions. ( 3 )The Reporting Person was granted 195,130 restricted shares in 2022, vesting in three equal annual installments beginning on April 1, 2023. 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 1, which are not subject to restrictions. ( 4 )The Reporting Person was granted 64,450 restricted shares in 2019, vesting in three equal annual installments beginning on March 29, 2020. 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 1, which are not subject to restrictions. ( 5 )The Reporting Person was granted 59,435 restricted shares in 2018, vesting in three equal annual installments beginning on August 30, 2019. 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 1, which are not subject to restrictions.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.