Sec Form 3 Filing - Goralski Michael @ Element Solutions Inc - 2020-12-15

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
Goralski Michael
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)
See Remarks
(Last) (First) (Middle)
500 EAST BROWARD BLVD, SUITE 1860
3. Date of Earliest Transaction (MM/DD/YY)
12/15/2020
(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 28,827 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 Stock Units $ 0 ( 1 ) ( 1 ) ( 1 ) Common Stock 181,818 D
Performance Stock Units $ 0 ( 2 ) ( 2 ) ( 2 ) Common Stock 11,074 D
Restricted Stock Units $ 0 ( 3 ) ( 3 ) ( 3 ) Common Stock 5,538 D
Performance Stock Units $ 0 ( 4 ) ( 4 ) ( 4 ) Common Stock 8,818 D
Restricted Stock Units $ 0 ( 5 ) ( 5 ) ( 5 ) Common Stock 2,939 D
Performance Stock Units $ 0 ( 6 ) ( 6 ) ( 6 ) Common Stock 4,878 D
Restricted Stock Units $ 0 ( 7 ) ( 7 ) ( 7 ) Common Stock 813 D
Performance Stock Units $ 0 ( 8 ) ( 8 ) ( 8 ) Common Stock 41,953 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Goralski Michael
500 EAST BROWARD BLVD, SUITE 1860
FORT LAUDERDALE, FL33394
See Remarks
Signatures
/s/ Michael Goralski 12/28/2020
Signature of Reporting Person Date
Explanation of Responses:
( 1 )The vesting of these performance restricted stock units ("PRSU"), granted on 7/14/2020, is subject to the achievement by the Issuer of the performance target in any fiscal year ending on or before 12/31/2022. Each PRSU represents a contingent right to receive one share of the Issuer's common stock.
( 2 )Each of these PRSUs, granted on 2/19/2020, 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 3 will range from zero to 16,611 shares.
( 3 )Each of these restricted stock units ("RSU"), granted on 2/19/2020, represents a contingent right to receive one share of the Issuer's common stock. This grant vests in 1/3 annual increments, subject to continuous service.
( 4 )Each of these PRSUs, granted on 2/20/2019, 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 12/31/2021. The number of shares reported in Column 3 will range from zero to 13,227 shares.
( 5 )Each of these RSUs, granted on 2/20/2019, represents a contingent right to receive one share of the Issuer's common stock. This grant has been vesting in 1/3 annual increments, subject to continuous service, since its grant date.
( 6 )Each of these PRSUs, granted on 2/19/2018, represents a contingent right to receive up to 1.5 share of the Issuer's common stock and will vest on 2/19/ 2021, subject to the achievement by the Issuer of certain adjusted EBITDA goals. The number of shares reported in column 3 will range from zero to a maximum number of 7,317 shares.
( 7 )Each of these RSUs, granted on 2/19/2018, represents a contingent right to receive one share of the Issuer's common stock. This grant has been vesting in 1/3 annual increments, subject to continuous service, since its grant date.
( 8 )Each of these PRSUs, granted on 6/12/2014, represents a contingent right to receive shares of the Issuer's common stock, subject to the achievement by the Issuer of (i) certain share price targets and (ii) adjusted EBITDA goals, each for the performance period ending 12/31/2020. The number of shares reported in column 3 will range from zero to a maximum number of shares not exceeding $907,854 in aggregate fair market value for the 30 days preceding the vesting date.

Remarks:
VP, Head of Industrial & Specialty and Global Supply Chain

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