Sec Form 3 Filing - Scanlon Jennifer F. @ UL Solutions Inc. - 2024-04-12

Insider filing report for Changes in Beneficial Ownership
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FORM 3
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
Scanlon Jennifer F.
2. Issuer Name and Ticker or Trading Symbol
UL Solutions Inc. [ ULS]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President and CEO
(Last) (First) (Middle)
C/O UL SOLUTIONS INC., 333 PFINGSTEN ROAD
3. Date of Earliest Transaction (MM/DD/YY)
04/12/2024
(Street)
NORTHBROOK, IL60662
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
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
Stock Appreciation Right ( 1 ) $ 13.15 04/01/2023 04/01/2025 Class A Common Stock 131,212 ( 1 ) D
Stock Appreciation Right ( 1 ) $ 13.15 03/01/2024 03/01/2026 Class A Common Stock 145,130 ( 1 ) D
Stock Appreciation Right ( 1 ) $ 30.06 04/01/2025 04/01/2027 Class A Common Stock 133,112 ( 1 ) D
Stock Appreciation Right ( 1 ) $ 26.07 10/01/2022 10/01/2024 Class A Common Stock 42,974 ( 1 ) D
Stock Appreciation Right ( 1 ) $ 28.34 04/01/2026 04/01/2028 Class A Common Stock 148,396 ( 1 ) D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Scanlon Jennifer F.
C/O UL SOLUTIONS INC.
333 PFINGSTEN ROAD
NORTHBROOK, IL60662
X President and CEO
Signatures
/s/ Ryan Robinson, Attorney-in-Fact for Jennifer Scanlon 04/12/2024
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The stock appreciation rights currently can only be settled in cash in an amount equal to the difference between the exercise price and the value of the Issuer's Common Stock at the time of exercise. In connection with the closing of the Issuer's initial public offering, the cash-settled stock appreciation rights will be converted to stock appreciation rights that will be settled in shares of the Issuer's Class A Common Stock. There will be no adjustment to the number or exercise price of the stock appreciation rights in connection with the conversion.

Remarks:
Exhibit 24 - Power of Attorney.

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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