Sec Form 4 Filing - Mount Patricia @ Element Solutions Inc - 2020-02-19

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
Mount Patricia
2. Issuer Name and Ticker or Trading Symbol
Element Solutions Inc [ ESI]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
VP, Program Mgt & Integration
(Last) (First) (Middle)
500 EAST BROWARD BLVD, SUITE 1860
3. Date of Earliest Transaction (MM/DD/YY)
02/19/2020
(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 02/19/2020 M 1,084 A 32,789 D
Common Stock, par value $0.01 per share 02/19/2020 F 380 ( 2 ) D $ 12.04 32,409 D
Common Stock, par value $0.01 per share 02/19/2020 M 2,481 A 34,890 D
Common Stock, par value $0.01 per share 02/19/2020 F 1,006 ( 4 ) D $ 12.04 33,884 D
Common Stock, par value $0.01 per share 02/19/2020 M 5,038 A 38,922 D
Common Stock, par value $0.01 per share 02/19/2020 F 2,060 ( 6 ) D $ 12.04 36,862 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
Restricted Stock Units $ 0 02/19/2020 M 1,084 ( 1 ) ( 1 ) Common Stock 1,084 ( 1 ) 1,084 D
Restricted Stock Units $ 0 02/19/2020 M 2,481 ( 3 ) ( 3 ) Common Stock 2,481 ( 3 ) 0 D
Performance Stock Units $ 0 02/19/2020 M 5,038 ( 5 ) ( 5 ) Common Stock 5,038 ( 5 ) 0 D
Performance Stock Units $ 0 02/19/2020 A 6,922 ( 7 ) ( 7 ) Common Stock 6,922 ( 7 ) 6,922 D
Incentive Stock Options (Right to Buy) $ 12.25 02/19/2020 A 8,029 ( 8 ) ( 8 ) Common Stock 8,029 $ 0 8,029 D
Non-Qualified Stock Options (Right to Buy) $ 12.25 02/19/2020 A 1,292 ( 8 ) ( 8 ) Common Stock 1,292 $ 0 1,292 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Mount Patricia
500 EAST BROWARD BLVD, SUITE 1860
FORT LAUDERDALE, FL33394
VP, Program Mgt & Integration
Signatures
/s/ Patricia A. Mount 02/21/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )This transaction represents the settlement of restricted stock units ("RSUs") previously reported on 12/20/2019 of which 1/3 vested on 2/19/2020. Each RSU represented a contingent right to receive one share of the Issuer's common stock.
( 2 )Shares of the Issuer's common stock delivered solely to satisfy the tax withholding obligations due upon the vesting of the RSUs described above.
( 3 )This transaction represents the settlement of RSUs previously reported on 12/20/2019 which vested on 2/19/2020. Each RSU represented a contingent right to receive one share of the Issuer's common stock.
( 4 )Shares of the Issuer's common stock delivered solely to satisfy the tax withholding obligations due upon the vesting of the RSUs described in footnote 3.
( 5 )This transaction represents the settlement of 5,038 performance restricted stock units ("PRSUs") previously reported on 12/20/2019 which vested on 2/19/2020 upon Compensation Committee certification of performance achievement. Each PRSU represented the right to receive between zero and 2.5 shares of the Issuer's common stock
( 6 )Shares of the Issuer's common stock delivered solely to satisfy the tax withholding obligations due upon the vesting of the PRSUs described in footnote 4.
( 7 )Each PRSU represents a contingent right to receive up to 1.5 shares of the Issuer's common stock, subject to the achievement of certain adjusted EBITDA compound annual growth and adjusted earnings per share goals for the performance period ending 12/31/2022. The number of shares reported in Column 7 will range from zero to 10,383 shares.
( 8 )1/3 of each of these options will vest annually on February 19th over the next three years.

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