Sec Form 4 Filing - FRANKLIN MARTIN E @ Element Solutions Inc - 2020-02-25

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 FRANKLIN MARTIN E 2. Issuer Name and Ticker or Trading Symbol Element Solutions Inc [ ESI] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) X __ Director X __ 10% Owner _____ Officer (give title below) X __ Other (specify below) Executive Chairman (Last) (First) (Middle) C/O ELEMENT SOLUTIONS INC, 500 EAST BROWARD BOULEVARD, SUITE 1860 3. Date of Earliest Transaction (MM/DD/YY) 02/25/2020 (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 02/25/2020 C 1,060,000 A 11,509,987 I By Mariposa Acquisition, LLC ( 1 ) Common Stock, par value $0.01 per share 02/27/2020 J( 2 ) 11,509,987 D 0 I By Mariposa Acquisition, LLC ( 2 ) Common Stock, par value $0.01 per share 02/27/2020 J( 2 ) 4,452,063 A 6,889,512 I By MEF Holdings, LLLP ( 2 ) Common Stock, par value $0.01 per share 02/27/2020 J( 2 ) 2,605,861 A 2,848,971 I By RSMA, LLC ( 2 ) Common Stock, par value $0.01 per share 2,419,500 I By MEF Holdings II, LLLP

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 Series A Preferred Stock, par value $0.01 per share $ 0 ( 1 ) 02/25/2020 C 1,060,000 ( 1 ) ( 1 ) Common Stock 1,060,000 ( 1 ) 0 I By Mariposa Acquisition, LLC ( 1 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other FRANKLIN MARTIN E C/O ELEMENT SOLUTIONS INC 500 EAST BROWARD BOULEVARD, SUITE 1860 FORT LAUDERDALE, FL33394 X X Executive Chairman Signatures /s/ John E. Capps as Attorney-in-Fact for Martin E. Franklin 02/27/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On 2/25/2020, all holders of the Issuer's Series A Preferred Stock, including Mariposa Acquisition, LLC, voluntarily converted (the "Conversion") their shares of Series A Preferred Stock into shares of the Issuer's common stock. Each share of Series A Preferred Stock was convertible at any time on or before 12/31/2020 at the election of the holder, on a one-for-one basis, for no additional consideration. This transaction is exempt from the provisions of Section 16(b) of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), pursuant to Rule 16b-6(b). ( 2 )On 2/27/2020, Mariposa Acquisition, LLC distributed all 11,509,987 shares of the Issuer's common stock held by it following the Conversion pro rata to its members based on each member's pecuniary interest (the "Distribution"), including 61.32% beneficially owned (for purposes of Section 16 under the Exchange Act) indirectly by Mr. Franklin through MEF Holdings, LLLP (38.68%) and RSMA, LLC (22.64%). This change in form of beneficial ownership is exempt from Section 16 of the Exchange Act pursuant to Rule 16a-13. NONE OF THE PARTIES RECEIVING THE DISTRIBUTION HAVE ANY CURRENT INTENTION TO SELL SHARES OF THE ISSUER.

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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