Sec Form 4 Filing - Jukes David @ Univar Solutions Inc. - 2020-12-31

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 *
Jukes David
2. Issuer Name and Ticker or Trading Symbol
Univar Solutions Inc. [ UNVR]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President, CEO
(Last)
(First)
(Middle)
C/O UNIVAR SOLUTIONS INC., 3075 HIGHLAND PARKWAY, SUITE 200
3. Date of Earliest Transaction (MM/DD/YY)
12/31/2020
(Street)
DOWNERS GROVE, IL60515
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 12/31/2020 M 21,341 A $ 0 ( 1 ) 116,232 D
Common Stock 12/31/2020 M 4,269 A $ 0 ( 1 ) 120,501 D
Common Stock 12/31/2020 F 11,342 ( 2 ) D $ 19.01 109,159 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
Performance-Based Restricted Stock Units ( 1 ) 12/31/2020 M 4,269 ( 3 ) ( 4 ) ( 5 ) Common Stock 4,269 $ 0 ( 5 ) 21,341 D
Performance-Based Restricted Stock Units ( 1 ) 12/31/2020 M 21,341 ( 6 ) ( 4 ) ( 5 ) Common Stock 21,341 $ 0 ( 1 ) 0 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Jukes David
C/O UNIVAR SOLUTIONS INC.
3075 HIGHLAND PARKWAY, SUITE 200
DOWNERS GROVE, IL60515
X President, CEO
Signatures
/s/ Noelle J. Perkins, as Attorney-in-fact for David Jukes 01/05/2021
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )Each performance-restricted stock unit ("PRSU") represents a contingent right to receive, at settlement, one share of common stock upon vesting. This transaction represents the settlement of PRSUs in shares of the Issuer's common stock on their scheduled vesting date.
( 2 )Shares withheld by Registrant to satisfy the minimum statutory tax withholding requirements on settlement of PRSUs. No shares were sold.
( 3 )The reported number of securities represents the Tranche 2 2018 PRSUs (as defined in footnote 4) that were deemed earned on February 21, 2020 (following certification of the performance metric for the applicable performance period) and that vest on December 31, 2020.
( 4 )In 2018, the Reporting Person was granted an award of PRSUs ("2018 PRSUs"), split into four equally-weighted tranches, to be earned based on performance against predetermined Adjusted EBITDA and Adjusted Earnings Per Share performance goals over four equally-weighted measurement periods within the three-year period beginning January 1, 2018 and ending December 31, 2020. The first tranche of 2018 PRSUs ("Tranche 1 2018 PRSUs") was to be earned based on performance of predetermined Adjusted EBITDA and Adjusted Earnings Per Share performance goals during the period of January 1, 2018 to December 31, 2018. The second tranche of 2018 PRSUs ("Tranche 2 2018 PRSUs") was to be earned based on performance of predetermined Adjusted EBITDA and Adjusted Earnings Per Share performance goals during the period of January 1, 2019 to December 31, 2019 (continued in footnote 5).
( 5 )(Continued from footnote 4) The third tranche of 2018 PRSUs ("Tranche 3 2018 PRSUs") was to be earned based on performance of predetermined Adjusted EBITDA and Adjusted Earnings Per Share performance goals during the period of January 1, 2020 to December 31, 2020. The fourth tranche of 2018 PRSUs("Tranche 4 2018 PRSUs") was to be earned based on performance of predetermined cumulative Adjusted EBITDA and Adjusted Earnings Per Share performance goals during the three-year period of January 1, 2018 to December 31, 2020. Each tranche would be deemed earned, if at all, following the certification of performance goal attainment by the Compensation Committee following the applicable performance period and would vest, subject to continued employment through such date, on December 31, 2020. Achievement of the performance goals for the Tranche 3 2018 PRSUs and the Tranche 4 PRSUs has not yet been certified.
( 6 )The reported number of securities represents the Tranche 1 2018 PRSUs that were deemed earned on February 6, 2019 (following certification of the performance metric for the applicable performance period) and that vest on December 31, 2020.

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