QH Hungary Holdings Ltd - 27 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
27 Jul 2022
Net transactions value
$0
Form type
4
Filing time
29 Jul 2022, 16:18:20 UTC
Previous filing
26 Jul 2022
Next filing
03 Aug 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 -2,917 -0.07% 4,086,675 27 Jul 2022 Direct F1, F2, F3, F4
transaction KWR Common Stock Other -3,288 -0.08% 4,083,387 27 Jul 2022 Direct F1, F2, F3, F4
transaction KWR Common Stock Other -2,917 -0.07% 4,080,470 27 Jul 2022 Direct F5, F6, F7, F8
transaction KWR Common Stock Other -1,430 -0.04% 4,079,040 27 Jul 2022 Direct F5, F6, F7, F8
transaction KWR Common Stock Other -1,715 -0.04% 4,077,325 27 Jul 2022 Direct F9, F10, F11
transaction KWR Common Stock Other -2,917 -0.07% 4,074,408 28 Jul 2022 Direct F1, F2, F3, F4
transaction KWR Common Stock Other -3,288 -0.08% 4,071,120 28 Jul 2022 Direct F1, F2, F3, F4
transaction KWR Common Stock Other -2,917 -0.07% 4,068,203 28 Jul 2022 Direct F5, F6, F7, F8
transaction KWR Common Stock Other -1,430 -0.04% 4,066,773 28 Jul 2022 Direct F5, F6, F7, F8
transaction KWR Common Stock Other -1,716 -0.04% 4,065,057 28 Jul 2022 Direct F9, F10, F11
transaction KWR Common Stock Other -2,917 -0.07% 4,062,140 29 Jul 2022 Direct F1, F2, F3, F4
transaction KWR Common Stock Other -3,288 -0.08% 4,058,852 29 Jul 2022 Direct F1, F2, F3, F4
transaction KWR Common Stock Other -2,917 -0.07% 4,055,935 29 Jul 2022 Direct F5, F6, F7, F8
transaction KWR Common Stock Other -1,430 -0.04% 4,054,505 29 Jul 2022 Direct F5, F6, F7, F8
transaction KWR Common Stock Other -1,716 -0.04% 4,052,789 29 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 -2,917 -2.1% $0.000000 137,089 27 Jul 2022 Common Stock 140,006 Direct F1, F2, F3, F4
transaction KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -3,288 -5.6% $0.000000 55,900 27 Jul 2022 Common Stock 59,188 Direct F1, F2, F3, F4
transaction KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -2,917 -2.1% $0.000000 137,089 27 Jul 2022 Common Stock 140,006 Direct F5, F6, F7, F8
transaction KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -1,430 -5.6% $0.000000 24,310 27 Jul 2022 Common Stock 25,740 Direct F5, F6, F7, F8
transaction KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -1,715 -5.6% $0.000000 29,172 27 Jul 2022 Common Stock 30,887 Direct F9, F10, F11
transaction KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -2,917 -2.1% $0.000000 134,172 28 Jul 2022 Common Stock 137,089 Direct F1, F2, F3, F4
transaction KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -3,288 -5.9% $0.000000 52,612 28 Jul 2022 Common Stock 55,900 Direct F1, F2, F3, F4
transaction KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -2,917 -2.1% $0.000000 134,172 28 Jul 2022 Common Stock 137,089 Direct F5, F6, F7, F8
transaction KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -1,430 -5.9% $0.000000 22,880 28 Jul 2022 Common Stock 24,310 Direct F5, F6, F7, F8
transaction KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -1,716 -5.9% $0.000000 27,456 28 Jul 2022 Common Stock 29,172 Direct F9, F10, F11
transaction KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -2,917 -2.2% $0.000000 131,255 29 Jul 2022 Common Stock 134,172 Direct F1, F2, F3, F4
transaction KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -3,288 -6.2% $0.000000 49,324 29 Jul 2022 Common Stock 52,612 Direct F1, F2, F3, F4
transaction KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -2,917 -2.2% $0.000000 131,255 29 Jul 2022 Common Stock 134,172 Direct F5, F6, F7, F8
transaction KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -1,430 -6.2% $0.000000 21,450 29 Jul 2022 Common Stock 22,880 Direct F5, F6, F7, F8
transaction KWR Variable Prepaid Forward Sale Contract (obligation to sell) Other $0 -1,716 -6.2% $0.000000 25,740 29 Jul 2022 Common Stock 27,456 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 27, 2022, July 28, 2022 and July 29, 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 27, 2022, July 28, 2022 and July 29, 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 27, 2022, July 28, 2022 and July 29, 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.