Sec Form 4 Filing - Goralski Michael @ Element Solutions Inc - 2021-02-17

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
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)
02/17/2021
(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 02/19/2021 M 813 A 38,644 D
Common Stock, par value $0.01 per share 02/19/2021 F 420 ( 2 ) D $ 17.68 38,224 D
Common Stock, par value $0.01 per share 02/19/2021 M 1,847 A 40,071 D
Common Stock, par value $0.01 per share 02/19/2021 F 954 ( 2 ) D $ 17.68 39,117 D
Common Stock, par value $0.01 per share 02/19/2021 M 1,470 A 40,587 D
Common Stock, par value $0.01 per share 02/19/2021 F 760 ( 2 ) D $ 17.68 39,827 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 Exe cution 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 02/19/2021 M 813 ( 1 ) ( 1 ) Common Stock 813 ( 1 ) 0 D
Restricted Stock Units $ 0 02/19/2021 M 1,847 ( 1 ) ( 1 ) Common Stock 1,847 ( 1 ) 3,691 D
Restricted Stock Units $ 0 02/19/2021 M 1,470 ( 1 ) ( 1 ) Common Stock 1,470 ( 1 ) 1,470 D
Performance Stock Units $ 0 02/17/2021 A 15,134 ( 3 ) ( 3 ) Common Stock 15,134 ( 3 ) 15,134 D
Restricted Stock Units $ 0 02/17/2021 A 7,568 ( 4 ) ( 4 ) Common Stock 7,568 ( 4 ) 7,568 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/ John E. Capps as Attorney-in-Fact for Michael Goralski 02/19/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )These transactions represent the vesting and settlement of 1/3 increments of restricted stock unit ("RSU") grants previously reported on 12/28/2020. 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 vesting of the RSUs described above.
( 3 )Each performance restricted stock unit represents a contingent right to receive up to two 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 on 12/31/2023. The number of shares reported in Column 7 will range from zero to 30,268 shares.
( 4 )Each RSU represents a contingent right to receive one share of the Issuer's common stock. This grant will vest in 1/3 annual increments over the next three years.

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

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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