Sec Form 4 Filing - QH Hungary Holdings Ltd @ QUAKER CHEMICAL CORP - 2020-05-19

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 QH Hungary Holdings Ltd 2. Issuer Name and Ticker or Trading Symbol QUAKER CHEMICAL CORP [ KWR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) BAH CENTER, 2 FURJ STREET 3. Date of Earliest Transaction (MM/DD/YY) 05/19/2020 (Street) BUDAPEST, K51124 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 05/19/2020 J( 1 ) 500,000 A 3,904,453 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 Prepaid Variable Forward Sale Contract ( 2 ) ( 3 ) 05/19/2020 J/K( 2 )( 3 ) 350,000 ( 2 )( 3 ) ( 2 )( 3 ) Common Stock 350,000 ( 2 ) ( 3 ) 350,000 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other QH Hungary Holdings Ltd BAH CENTER, 2 FURJ STREET BUDAPEST, K51124 X Signatures /s/ Judit Rozsa, Managing Director, on behalf of QH Hungary Holdings Limited 05/21/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Capital contribution from Gulf Hungary Holding Korlatolt Felelossegu Tarsasag to the reporting person in exchange for one ordinary share of the reporting person. ( 2 )On May 19, 2020, the reporting person entered into a prepaid variable share forward transaction with Citibank, N.A. ("Citibank") The transaction is divided into 16 components (each a "Component"). For each Component, the reporting person is obligated to deliver to Citibank, on the settlement date (the "Settlement Date") determined based on the specified scheduled valuation date within the period from April 28, 2022 to May 19, 2022, up to 21,875 shares of Common Stock of the Issuer ("Shares") (or, at the reporting person's option, an equivalent amount of cash) based on the average market price of the Shares determined as described below. In exchange for assuming such obligation, the reporting person received an upfront cash prepayment of $44,957,909.41. ( 3 )See Remarks.

Remarks: The number of Shares (or the cash equivalent) to be delivered to Citibank on each Settlement Date is to be determined as follows: (a) if the volume-weighted average price per Share on the relevant valuation date, as reasonably determined by Citibank by reference to the Bloomberg Page "KWR <equity> AQR <Go>" (or any successor page thereto) (provided that, if such price is not so reported for any reason or is, in Citibank's reasonable discretion, erroneous, a price determined by Citibank in good faith and a commercially reasonable manner) (the "Settlement Price") is equal to or less than $149.00 per Share (the "Forward Floor Price"), the reporting person will deliver to Citibank 21,875 Shares; (b) if the Settlement Price is between the Forward Floor Price and $180.00 per Share (the "Forward Cap Price"), the reporting person will deliver to Citibank a number of Shares equal to 21,875 shares multiplied by a fraction, the numerator of which is the Forward Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, the reporting person will deliver to Citibank a number of Shares equal to the product of (i) 21,875 Shares and (ii) a fraction (A) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (B) the denominator of which is the Settlement Price.

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).

** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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