WindAcre Partnership Master Fund, LP - 06 May 2022 Form 4 Insider Report for Perimeter Solutions, SA (PRM)

Role
10%+ Owner
Signature
The WindAcre Partnership Master Fund, LP, By: The WAP GP LLC, its General Partner, By: /s/ Snehal Amin, Managing Member
Issuer symbol
PRM
Transactions as of
06 May 2022
Net transactions value
+$14,118,032
Form type
4
Filing time
10 May 2022, 18:32:26 UTC
Previous filing
06 Dec 2021
Next filing
03 Nov 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction PRM Ordinary shares Purchase $13,840,000 +1,600,000 +8% $8.65 21,600,000 09 May 2022 Direct F2

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Underlying Class Amount Exercise Price Ownership Footnotes
transaction PRM Total Return Swap Purchase $239,668 +28,600 +13% $8.38 250,000 06 May 2022 Ordinary shares 28,600 Direct F1, F2
transaction PRM Total Return Swap Purchase $38,364 +4,600 +1.8% $8.34 254,600 09 May 2022 Ordinary shares 4,600 Direct F1, F2
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 The WindAcre Partnership Master Fund, LP (the "Master Fund") has entered into certain cash-settled total return swap agreements (the "Swap Agreements"), which represent economic exposure to an aggregate of 254,600 notional shares of PRM ordinary shares. The Swap Agreements provide the Master Fund with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the securities that are referenced by the Swap Agreements (the "Subject Shares"). Additionally, under the Swap Agreements, the Master Fund will pay the counterparty interest on the purchase price notional share value, at a rate tied to a market index.
F2 The securities are owned directly by the Master Fund and may be deemed to be indirectly beneficially owned by (i) The WindAcre Partnership LLC, the investment adviser to the Master Fund, (ii) The WindAcre General Partner LP and The WAPGP LLC, the general partners of the Master Fund, and (iii) Snehal Amin, the managing member of The WindAcre Partnership LLC and The WAPGP LLC.

Remarks:

Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4, including the Subject Shares, except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.