QH Hungary Holdings Ltd - 22 Jul 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
Issuer symbol
KWR
Transactions as of
22 Jul 2022
Net transactions value
$0
Form type
4
Filing time
26 Jul 2022, 16:16:17 UTC
Previous filing
21 Jul 2022
Next filing
29 Jul 2022
SEC
View on sec.gov

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction KWR Common Stock Other -2,916 -0.07% 4,123,473 22 Jul 2022 Direct F1, F2, F3, F4
transaction KWR Common Stock Other -3,288 -0.08% 4,120,185 22 Jul 2022 Direct F1, F2, F3, F4
transaction KWR Common Stock Other -2,916 -0.07% 4,117,269 22 Jul 2022 Direct F5, F6, F7, F8
transaction KWR Common Stock Other -1,429 -0.03% 4,115,840 22 Jul 2022 Direct F5, F6, F7, F8
transaction KWR Common Stock Other -1,715 -0.04% 4,114,125 22 Jul 2022 Direct F9, F10, F11
transaction KWR Common Stock Other -2,917 -0.07% 4,111,208 25 Jul 2022 Direct F1, F2, F3, F4
transaction KWR Common Stock Other -3,288 -0.08% 4,107,920 25 Jul 2022 Direct F1, F2, F3, F4
transaction KWR Common Stock Other -2,917 -0.07% 4,105,003 25 Jul 2022 Direct F5, F6, F7, F8
transaction KWR Common Stock Other -1,429 -0.03% 4,103,574 25 Jul 2022 Direct F5, F6, F7, F8
transaction KWR Common Stock Other -1,715 -0.04% 4,101,859 25 Jul 2022 Direct F9, F10, F11
transaction KWR Common Stock Other -2,917 -0.07% 4,098,942 26 Jul 2022 Direct F1, F2, F3, F4
transaction KWR Common Stock Other -3,288 -0.08% 4,095,654 26 Jul 2022 Direct F1, F2, F3, F4
transaction KWR Common Stock Other -2,917 -0.07% 4,092,737 26 Jul 2022 Direct F5, F6, F7, F8
transaction KWR Common Stock Other -1,430 -0.03% 4,091,307 26 Jul 2022 Direct F5, F6, F7, F8
transaction KWR Common Stock Other -1,715 -0.04% 4,089,592 26 Jul 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 -2,916 -2% $0.000000 145,840 22 Jul 2022 Common Stock 148,756 Direct F1, F2, F3, F4
transaction KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -3,288 -4.8% $0.000000 65,764 22 Jul 2022 Common Stock 69,052 Direct F1, F2, F3, F4
transaction KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -2,916 -2% $0.000000 145,840 22 Jul 2022 Common Stock 148,756 Direct F5, F6, F7, F8
transaction KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -1,429 -4.8% $0.000000 28,599 22 Jul 2022 Common Stock 30,028 Direct F5, F6, F7, F8
transaction KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -1,715 -4.8% $0.000000 34,317 22 Jul 2022 Common Stock 36,032 Direct F9, F10, F11
transaction KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -2,917 -2% $0.000000 142,923 25 Jul 2022 Common Stock 145,840 Direct F1, F2, F3, F4
transaction KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -3,288 -5% $0.000000 62,476 25 Jul 2022 Common Stock 65,764 Direct F1, F2, F3, F4
transaction KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -2,917 -2% $0.000000 142,923 25 Jul 2022 Common Stock 145,840 Direct F5, F6, F7, F8
transaction KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -1,429 -5% $0.000000 27,170 25 Jul 2022 Common Stock 28,599 Direct F5, F6, F7, F8
transaction KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -1,715 -5% $0.000000 32,602 25 Jul 2022 Common Stock 34,317 Direct F9, F10, F11
transaction KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -2,917 -2% $0.000000 140,006 26 Jul 2022 Common Stock 142,923 Direct F1, F2, F3, F4
transaction KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -3,288 -5.3% $0.000000 59,188 26 Jul 2022 Common Stock 62,476 Direct F1, F2, F3, F4
transaction KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -2,917 -2% $0.000000 140,006 26 Jul 2022 Common Stock 142,923 Direct F5, F6, F7, F8
transaction KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -1,430 -5.3% $0.000000 25,740 26 Jul 2022 Common Stock 27,170 Direct F5, F6, F7, F8
transaction KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -1,715 -5.3% $0.000000 30,887 26 Jul 2022 Common Stock 32,602 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 22, 2022, July 25, 2022 and July 26, 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 22, 2022, July 25, 2022 and July 26, 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 22, 2022, July 25, 2022 and July 26, 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.