Sec Form 4 Filing - Gulf Hungary Holding Korlatolt Felelossegu Tarsasag @ QUAKER CHEMICAL CORP - 2023-11-22

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

OMB APPROVAL OMB Number: 3235-0287 Expires: November 30, 2011 Estimated average burden hours per response... 0.5

1. Name and Address of Reporting Person Gulf Hungary Holding Korlatolt Felelossegu Tarsasag 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) 11/22/2023 (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

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 ( 1 ) ( 2 ) ( 3 ) 11/22/2023 J/K( 1 )( 2 )( 3 ) 350,000 ( 1 )( 2 )( 3 ) ( 1 )( 2 )( 3 ) Common Stock 350,000 ( 1 ) ( 2 ) ( 3 ) 350,000 I By QH Hungary Holdings Limited

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Gulf Hungary Holding Korlatolt Felelossegu Tarsasag BAH CENTER, 2 FURJ STREET BUDAPEST, K51124 X Signatures /s/ Judit Rozsa, Managing Director, on behalf of the Reporting Person 11/27/2023 Signature of Reporting Person Date

Explanation of Responses:

( 1 )On November 22, 2023, QH Hungary Holdings Limited, a wholly owned subsidiary of the reporting person ("QH Hungary"), amended an existing and previously reported variable prepaid forward sale contract ("VPF") with Citibank, N.A. ("Citibank"). See Footnotes 2 and 3 and Remarks for details of the amended transaction. ( 2 )The amended VPF with Citibank originally entered into on March 9, 2021, as amended and restated on November 24, 2021 and as further amended and restated on November 22, 2023 covering a maximum aggregate amount of 350,000 shares ("Citi VPF No. 1") is divided into 50 components (each a "Component"). ( 3 )For each Component, QH Hungary is obligated to deliver, on the settlement date (the "Settlement Date") determined based on the specified scheduled valuation date within the periods from May 27, 2025 to August 7, 2025 either, at QH Hungary's option, (i) up to 7,000 Shares 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. In exchange for amending Citi VPF No. 1, QH Hungary paid $6,296,838 to Citibank.

Remarks: The number of Shares (or, at QH Hungary's option, 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 $177.9634 per Share (the "Forward Floor Price"), QH Hungary will deliver to Citibank the Subject Number of Shares; (b) if the Settlement Price is between the Forward Floor Price and $195.7597 per Share (the "Forward Cap Price"), QH Hungary will deliver to Citibank 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, QH Hungary will deliver to Citibank 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).

Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.