QH Hungary Holdings Ltd - Jul 14, 2022 Form 4 Insider Report for QUAKER CHEMICAL CORP (KWR)

Role
10%+ Owner
Signature
/s/ Judit Rozsa, Managing Director, on behalf of the Reporting Person
Stock symbol
KWR
Transactions as of
Jul 14, 2022
Transactions value $
$0
Form type
4
Date filed
7/18/2022, 05:01 PM
Previous filing
Jul 13, 2022
Next filing
Jul 21, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction KWR Common Stock Other -2.92K -0.07% 4.2M Jul 14, 2022 Direct F1, F2, F3, F4
transaction KWR Common Stock Other -3.29K -0.08% 4.19M Jul 14, 2022 Direct F1, F2, F3, F4
transaction KWR Common Stock Other -2.92K -0.07% 4.19M Jul 14, 2022 Direct F5, F6, F7, F8
transaction KWR Common Stock Other -1.43K -0.03% 4.19M Jul 14, 2022 Direct F5, F6, F7, F8
transaction KWR Common Stock Other -1.72K -0.04% 4.19M Jul 14, 2022 Direct F9, F10, F11
transaction KWR Common Stock Other -2.92K -0.07% 4.18M Jul 15, 2022 Direct F1, F2, F3, F4
transaction KWR Common Stock Other -3.29K -0.08% 4.18M Jul 15, 2022 Direct F1, F2, F3, F4
transaction KWR Common Stock Other -2.92K -0.07% 4.18M Jul 15, 2022 Direct F5, F6, F7, F8
transaction KWR Common Stock Other -1.43K -0.03% 4.18M Jul 15, 2022 Direct F5, F6, F7, F8
transaction KWR Common Stock Other -1.72K -0.04% 4.18M Jul 15, 2022 Direct F9, F10, F11
transaction KWR Common Stock Other -2.92K -0.07% 4.17M Jul 18, 2022 Direct F1, F2, F3, F4
transaction KWR Common Stock Other -3.29K -0.08% 4.17M Jul 18, 2022 Direct F1, F2, F3, F4
transaction KWR Common Stock Other -2.92K -0.07% 4.17M Jul 18, 2022 Direct F5, F6, F7, F8
transaction KWR Common Stock Other -1.43K -0.03% 4.16M Jul 18, 2022 Direct F5, F6, F7, F8
transaction KWR Common Stock Other -1.72K -0.04% 4.16M Jul 18, 2022 Direct F9, F10, F11

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 KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -2.92K -1.75% $0.00 163K Jul 14, 2022 Common Stock 166K Direct F1, F2, F3, F4
transaction KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -3.29K -3.7% $0.00 85.5K Jul 14, 2022 Common Stock 88.8K Direct F1, F2, F3, F4
transaction KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -2.92K -1.75% $0.00 163K Jul 14, 2022 Common Stock 166K Direct F5, F6, F7, F8
transaction KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -1.43K -3.7% $0.00 37.2K Jul 14, 2022 Common Stock 38.6K Direct F5, F6, F7, F8
transaction KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -1.72K -3.7% $0.00 44.6K Jul 14, 2022 Common Stock 46.3K Direct F9, F10, F11
transaction KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -2.92K -1.79% $0.00 160K Jul 15, 2022 Common Stock 163K Direct F1, F2, F3, F4
transaction KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -3.29K -3.85% $0.00 82.2K Jul 15, 2022 Common Stock 85.5K Direct F1, F2, F3, F4
transaction KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -2.92K -1.79% $0.00 160K Jul 15, 2022 Common Stock 163K Direct F5, F6, F7, F8
transaction KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -1.43K -3.84% $0.00 35.7K Jul 15, 2022 Common Stock 37.2K Direct F5, F6, F7, F8
transaction KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -1.72K -3.84% $0.00 42.9K Jul 15, 2022 Common Stock 44.6K Direct F9, F10, F11
transaction KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -2.92K -1.82% $0.00 158K Jul 18, 2022 Common Stock 160K Direct F1, F2, F3, F4
transaction KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -3.29K -4% $0.00 78.9K Jul 18, 2022 Common Stock 82.2K Direct F1, F2, F3, F4
transaction KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -2.92K -1.82% $0.00 158K Jul 18, 2022 Common Stock 160K Direct F5, F6, F7, F8
transaction KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -1.43K -4% $0.00 34.3K Jul 18, 2022 Common Stock 35.7K Direct F5, F6, F7, F8
transaction KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -1.72K -4% $0.00 41.2K Jul 18, 2022 Common Stock 42.9K Direct F9, F10, F11
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 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.
F2 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").
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 (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.
F4 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.
F5 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.
F6 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").
F7 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.
F8 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.
F9 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.
F10 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.
F11 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.