Sec Form 4 Filing - QH Hungary Holdings Ltd @ QUAKER CHEMICAL CORP - 2022-07-14

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) 07/14/2022 (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 07/14/2022 J/K( 1 )( 2 )( 3 )( 4 ) 2,916 D 4,197,057 D Common Stock 07/14/2022 J/K( 1 )( 2 )( 3 )( 4 ) 3,288 D 4,193,769 D Common Stock 07/14/2022 J/K( 5 )( 6 )( 7 )( 8 ) 2,916 D 4,190,853 D Common Stock 07/14/2022 J/K( 5 )( 6 )( 7 )( 8 ) 1,429 D 4,189,424 D Common Stock 07/14/2022 J/K( 9 )( 10 )( 11 ) 1,715 D 4,187,709 D Common Stock 07/15/2022 J/K( 1 )( 2 )( 3 )( 4 ) 2,916 D 4,184,793 D Common Stock 07/15/2022 J/K( 1 )( 2 )( 3 )( 4 ) 3,288 D 4,181,505 D Common Stock 07/15/2022 J/K( 5 )( 6 )( 7 )( 8 ) 2,916 D 4,178,589 D Common Stock 07/15/2022 J/K( 5 )( 6 )( 7 )( 8 ) 1,429 D 4,177,160 D Common Stock 07/15/2022 J/K( 9 )( 10 )( 11 ) 1,715 D 4,175,445 D Common Stock 07/18/2022 J/K( 1 )( 2 )( 3 )( 4 ) 2,916 D 4,172,529 D Common Stock 07/18/2022 J/K( 1 )( 2 )( 3 )( 4 ) 3,288 D 4,169,241 D Common Stock 07/18/2022 J/K( 5 )( 6 )( 7 )( 8 ) 2,916 D 4,166,325 D Common Stock 07/18/2022 J/K( 5 )( 6 )( 7 )( 8 ) 1,429 D 4,164,896 D Common Stock 07/18/2022 J/K( 9 )( 10 )( 11 ) 1,715 D 4,163,181 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 Variable Prepaid Forward Sale Contract (obligation to sell) ( 1 )( 2 )( 3 )( 4 ) 07/14/2022 J/K( 1 )( 2 )( 3 )( 4 ) 2,916 07/14/2022 07/14/2022 Common Stock 166,252 $ 0 163,336 D Variable Prepaid Forward Sale Contract (obligation to sell) ( 1 )( 2 )( 3 )( 4 ) 07/14/2022 J/K( 1 )( 2 )( 3 )( 4 ) 3,288 07/14/2022 07/14/2022 Common Stock 88,780 $ 0 85,492 D Variable Prepaid Forward Sale Contract (obligation to sell) ( 5 )( 6 )( 7 )( 8 ) 07/14/2022 J/K( 5 )( 6 )( 7 )( 8 ) 2,916 07/14/2022 07/14/2022 Common Stock 166,252 $ 0 163,336 D Variable Prepaid Forward Sale Contract (obligation to sell) ( 5 )( 6 )( 7 )( 8 ) 07/14/2022 J/K( 5 )( 6 )( 7 )( 8 ) 1,429 07/14/2022 07/14/2022 Common Stock 38,602 $ 0 37,173 D Variable Prepaid Forward Sale Contract (obligation to sell) ( 9 )( 10 )( 11 ) 07/14/2022 J/K( 9 )( 10 )( 11 ) 1,715 07/14/2022 07/14/2022 Common Stock 46,322 $ 0 44,607 D Variable Prepaid Forward Sale Contract (obligation to sell) ( 1 )( 2 )( 3 )( 4 ) 07/15/2022 J/K( 1 )( 2 )( 3 )( 4 ) 2,916 07/15/2022 07/15/2022 Common Stock 163,336 $ 0 160,420 D Variable Prepaid Forward Sale Contract (obligation to sell) ( 1 )( 2 )( 3 )( 4 ) 07/15/2022 J/K( 1 )( 2 )( 3 )( 4 ) 3,288 07/15/2022 07/15/2022 Common Stock 85,492 $ 0 82,204 D Variable Prepaid Forward Sale Contract (obligation to sell) ( 5 )( 6 )( 7 )( 8 ) 07/15/2022 J/K( 5 )( 6 )( 7 )( 8 ) 2,916 07/15/2022 07/15/2022 Common Stock 163,336 $ 0 160,420 D Variable Prepaid Forward Sale Contract (obligation to sell) ( 5 )( 6 )( 7 )( 8 ) 07/15/2022 J/K( 5 )( 6 )( 7 )( 8 ) 1,429 07/15/2022 07/15/2022 Common Stock 37,173 $ 0 35,744 D Variable Prepaid Forward Sale Contract (obligation to sell) ( 9 )( 10 )( 11 ) 07/15/2022 J/K( 9 )( 10 )( 11 ) 1,715 07/15/2022 07/15/2022 Common Stock 44,607 $ 0 42,892 D Variable Prepaid Forward Sale Contract (obligation to sell) ( 1 )( 2 )( 3 )( 4 ) 07/18/2022 J/K( 1 )( 2 )( 3 )( 4 ) 2,916 07/18/2022 07/18/2022 Common Stock 160,420 $ 0 157,504 D Variable Prepaid Forward Sale Contract (obligation to sell) ( 1 )( 2 )( 3 )( 4 ) 07/18/2022 J/K( 1 )( 2 )( 3 )( 4 ) 3,288 07/18/2022 07/18/2022 Common Stock 82,204 $ 0 78,916 D Variable Prepaid Forward Sale Contract (obligation to sell) ( 5 )( 6 )( 7 )( 8 ) 07/18/2022 J/K( 5 )( 6 )( 7 )( 8 ) 2,916 07/18/2022 07/18/2022 Common Stock 160,420 $ 0 157,504 D Variable Prepaid Forward Sale Contract (obligation to sell) ( 5 )( 6 )( 7 )( 8 ) 07/18/2022 J/K( 5 )( 6 )( 7 )( 8 ) 1,429 07/18/2022 07/18/2022 Common Stock 35,744 $ 0 34,315 D Variable Prepaid Forward Sale Contract (obligation to sell) ( 9 )( 10 )( 11 ) 07/18/2022 J/K( 9 )( 10 )( 11 ) 1,715 07/18/2022 07/18/2022 Common Stock 42,892 $ 0 41,177 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 the Reporting Person 07/18/2022 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On July 14, 2022, July 15, 2022 and July 18, 2022, the Reporting Person settled a portion of two existing and previously reported variable prepaid forward sale contracts ("VPFs") with Citibank, N.A. ("Citibank"). See Footnotes 2, 3 and 4 and Remarks for details of the transaction. ( 2 )One of the VPFs with Citibank entered into on March 9, 2021 covering a maximum aggregate amount of 98,644 shares ("Citi VPF March 2021") is divided into 30 components, and the other VPF with Citibank originally entered into on May 26, 2020, as amended and restated on March 9, 2021 and as further amended and restated on November 24, 2021 covering a maximum aggregate amount of 175,000 shares ("Citi VPF May 2020") is divided into one tranche ("Tranche 1") of 50 components for 87,500 shares and a second tranche ("Tranche 2") of 30 components for 87,500 shares (each a "Component"). ( 3 )For each Component, the reporting person is obligated to deliver, on the settlement date (the "Settlement Date") determined based on the specified scheduled valuation date within the periods from (i) July 7, 2022 to August 17, 2022 for the Citi VPF March 2021 and (ii) March 24, 2023 to June 5, 2023 (Tranche 1) and July 7, 2022 to August 17, 2022 (Tranche 2) (as applicable) for the Citi VPF May 2020 either, at the reporting person's option, (i) (A) up to 3,288 Shares (or 3,289 Shares for the last four Settlement Dates) for the Citi VPF March 2021 and (B) up to 1,750 Shares (Tranche 1) and up to 2,916 Shares (or 2,917 Shares for the last 20 Settlement Dates) (Tranche 2) for the Citi VPF May 2020, to Citibank (such Share number, "Subject Number") based on the average market price of the Shares determined as described below in Remarks or (ii) an amount of cash equivalent to the value of such Shares. ( 4 )In exchange for entering into the Citi VPF March 2021, the reporting person received an aggregate prepayment amount of $20,861,652 from Citibank and in exchange for entering into the Citi VPF May 2020, the reporting person received an aggregate prepayment amount of $23,825,731 from Citibank. ( 5 )On July 14, 2022, July 15, 2022 and July 18, 2022, the Reporting Person settled a portion of two existing and previously reported VPFs with Royal Bank of Canada ("RBC"). See Footnotes 6, 7 and 8 and Remarks for details of the transaction. ( 6 )One of the VPFs with RBC entered into on March 9, 2021 covering a maximum aggregate amount of 42,899 shares ("RBC VPF March 2021") is divided into 30 components, and the other VPF with RBC originally entered into on May 26, 2020, as amended and restated on March 9, 2021 and as further amended and restated on November 24, 2021 covering a maximum aggregate amount of 175,000 shares ("RBC VPF May 2020") is divided into one tranche ("Tranche 1") of 50 components for 87,500 shares and a second tranche ("Tranche 2") of 30 components for 87,500 shares (each a "Component"). ( 7 )For each Component, the reporting person is obligated to deliver, on the settlement date (the "Settlement Date") determined based on the specified scheduled valuation date within the periods from (i) March 24, 2023 to June 5, 2023 (Tranche 1) and July 7, 2022 to August 17, 2022 (Tranche 2) for the RBC VPF May 2020 and (ii) from July 7, 2022 to August 17, 2022 (as applicable) for the RBC VPF March 2021 either, at the reporting person's option, (i) (A) up to 1,750 Shares (Tranche 1) and up to 2,916 Shares (or 2,917 Shares for the last 20 Settlement Dates) (Tranche 2) for the RBC VPF May 2020, and (B) up to 1,429 Shares (or 1,430 Shares for the last nineteen Settlement Dates) for the RBC VPF March 2021, to RBC (such Share number, "Subject Number") based on the average market price of the Shares determined as described below in Remarks or (ii) an amount of cash equivalent to the value of such Shares. ( 8 )In exchange for entering into the RBC VPF March 2021, the reporting person received an aggregate prepayment amount of $9,070,347 from RBC and in exchange for entering into the RBC VPF May 2020, the reporting person received an aggregate prepayment amount of $23,825,731 from RBC. ( 9 )On July 14, 2022, July 15, 2022 and July 18, 2022, the Reporting Person settled a portion of an existing and previously reported VPF with JPMorgan Chase Bank, National Association ("JPMorgan"). See Footnotes 10 and 11 and Remarks for details of the transaction. ( 10 )The VPF with JPMorgan entered into on March 9, 2021 covering a maximum aggregate amount of 51,467 shares ("JPM VPF March 2021") is divided into 30 Components. For each Component, the reporting person is obligated to deliver, on each Settlement Date either, at the reporting person's option, (i) up to 1,715 Shares (or 1,716 Shares for the last seventeen Settlement Dates) for the JPM VPF March 2021, to JPMorgan (such Share number, "Subject Number") based on the average market price of the Shares determined as described below in Remarks or (ii) an amount of cash equivalent to the value of such Shares. ( 11 )In exchange for entering into the JPM VPF March 2021, the reporting person received an aggregate prepayment amount of $10,884,459 from JPMorgan.

Remarks: The number of Shares (or, at the reporting person's option, the cash equivalent) to be delivered to the applicable bank 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 the applicable bank 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 the applicable bank's reasonable discretion, erroneous, a price determined by the applicable bank in good faith and a commercially reasonable manner) (the "Settlement Price") is equal to or less than $242.25 per Share (or, in the case of each Tranche 1, $239.4600 per Share) (the "Forward Floor Price"), the reporting person will deliver to the applicable bank the Subject Number of Shares; (b) if the Settlement Price is between the Forward Floor Price and $285.86 per Share (or, in the case of each Tranche 1, $258.6168 per Share) (the "Forward Cap Price"), the reporting person will deliver to the applicable bank a number of Shares equal to the Subject Number 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 the applicable bank a number of Shares equal to the product of (i) the Subject Number 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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