QH Hungary Holdings Ltd - Nov 24, 2021 Form 4 Insider Report for QUAKER CHEMICAL CORP (KWR)

Role: 10%+ Owner
Signature: /s/ Judit Rozsa, Managing Director, on behalf of QH Hungary Holdings Limited
Stock symbol: KWR
Transactions as of: Nov 24, 2021
Transactions value $: $0
Form type: 4
Date filed: 11/29/2021, 03:39 PM
Next filing: May 25, 2022

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

Type	Sym	Class	Transaction	Shares	Shares After	Date	Underlying Class	Amount	Ownership	Footnotes
transaction	KWR	Prepaid Variable Forward Sale Contract	Other	+350K	350K	Nov 24, 2021	Common Stock	350K	Direct	F1, F2, F3
transaction	KWR	Prepaid Variable Forward Sale Contract	Other	+175K	175K	Nov 24, 2021	Common Stock	175K	Direct	F1, F2, F3
transaction	KWR	Prepaid Variable Forward Sale Contract	Other	+98.6K	98.6K	Nov 24, 2021	Common Stock	98.6K	Direct	F1, F2, F3
transaction	KWR	Prepaid Variable Forward Sale Contract	Other	+51.5K	51.5K	Nov 24, 2021	Common Stock	51.5K	Direct	F4, F5, F6, F7
transaction	KWR	Prepaid Variable Forward Sale Contract	Other	+175K	175K	Nov 24, 2021	Common Stock	175K	Direct	F4, F5, F6, F7
transaction	KWR	Prepaid Variable Forward Sale Contract	Other	+42.9K	42.9K	Nov 24, 2021	Common Stock	42.9K	Direct	F4, F5, F6, F7

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	On November 24, 2021, the Reporting Person amended three existing and previously reported prepaid variable share forward transactions with Citibank, N.A. ("Citibank"). See Footnote 2 and Remarks for details of the amended transactions.
F2	Two of the amended prepaid forward transactions with Citibank are each divided into 50 components, and the other amended prepaid forward transaction with Citibank is divided into one tranche ("Tranche 1") of 50 components and a second tranche ("Tranche 2") of 30 components (each a "Component").
F3	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 November 28, 2023 to February 8, 2024, March 24, 2023 to June 5, 2023 (Tranche 1), July 7, 2022 to August 17, 2022 (Tranche 2) or from March 24, 2023 to June 5, 2023 (as applicable) either, at the reporting person's option, (i) (A) up to 7,000 Shares, (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), and (C) up to 1,973 Shares (or 1,972 Shares for the last six Settlement Dates) 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 the three prepaid forward contracts, the reporting person received a net cash payment of $734,269.57 from Citibank.
F4	On November 24, 2021, the Reporting Person amended three existing and previously reported prepaid variable share forward transaction with Royal Bank of Canada ("RBC"). See Footnote 4 and Remarks for details of the amended transactions.
F5	Two of the amended prepaid forward transactions with RBC are each divided into 50 Components, and the other amended prepaid forward transaction with RBC is divided into one tranche ("Tranche 1") of 50 Components and a second tranche ("Tranche 2") of 30 Components.
F6	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 November 28, 2023 to February 8, 2024, March 24, 2023 to June 5, 2023 (Tranche 1), July 7, 2022 to August 17, 2022 (Tranche 2) or from March 24, 2023 to June 5, 2023 (as applicable) either, at the reporting person's option, (i) (A) up to 1,030 Shares (or 1,029 Shares for the last 33 Settlement Dates), (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), and (C) up to 858 Shares (or 857 Shares for the last 11 Settlement Dates) 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.
F7	In exchange for amending the three prepaid forward contracts, the reporting person paid a net cash payment of $1,334,269.57 to RBC.

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 $239.4600 per Share (or, in the case of each Tranche 2, $242.25 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 $258.6168 per Share (or, in the case of each Tranche 2, $285.86 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.