Somer Gundogdu - May 1, 2023 Form 4 Insider Report for Diversey Holdings, Ltd. (DSEY)

Role: President, Emerging Markets
Signature: /s/ Michael Chapman, by power of attorney
Stock symbol: DSEY
Transactions as of: May 1, 2023
Transactions value $: $0
Form type: 4
Date filed: 5/1/2023, 04:19 PM
Previous filing: Jan 31, 2022
Next filing: Jul 6, 2023

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	DSEY	Ordinary Shares, $0.0001 par value	Award	$0	+118K	+15.74%	$0.00	871K	May 1, 2023	Direct	F1, F2

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

Explanation of Responses:

Id	Content
F1	The reporting person was granted (i) 8,664 unvested closing restricted share units ("Closing RSUs"), (ii) 9,819 2022 bonus restricted share units ("2022 Bonus RSUs") and (iii) 100,000 retention restricted share units ("Restricted RSUs"), in each case, granted under the Diversey Holdings, Ltd. 2021 Omnibus Incentive Plan. The Closing RSUs vest in full on December 31, 2024, subject to the reporting person's continued service to Diversey Holdings, Ltd. (the "Company") and its affiliates through the vesting date, except that a portion of Closing RSUs equal to the product obtained by multiplying such holder's Closing RSUs by a fraction equal to the number of full and partial months from and including January 1, 2023 through the holder's termination divided by 24 months shall vest on the date that such holder's employment with the Company and its affiliates is terminated without cause or by the holder for good reason.
F2	The 2022 Bonus RSUs vest upon the closing of the transactions contemplated by the Agreement and Plan of Merger, by and among Olympus Water Holdings IV, L.P., acting by its general partner, Olympus Water Holdings Limited, Diamond Merger Limited and the Company, or on the date that such holder's employment with the Company and its affiliates is terminated without cause or by the holder for good reason. The Retention RSUs vest in full on December 31, 2024, subject to the reporting person's continued service to the Company and its affiliates through the vesting date.

Content

The reporting person was granted (i) 8,664 unvested closing restricted share units ("Closing RSUs"), (ii) 9,819 2022 bonus restricted share units ("2022 Bonus RSUs") and (iii) 100,000 retention restricted share units ("Restricted RSUs"), in each case, granted under the Diversey Holdings, Ltd. 2021 Omnibus Incentive Plan. The Closing RSUs vest in full on December 31, 2024, subject to the reporting person's continued service to Diversey Holdings, Ltd. (the "Company") and its affiliates through the vesting date, except that a portion of Closing RSUs equal to the product obtained by multiplying such holder's Closing RSUs by a fraction equal to the number of full and partial months from and including January 1, 2023 through the holder's termination divided by 24 months shall vest on the date that such holder's employment with the Company and its affiliates is terminated without cause or by the holder for good reason.

The 2022 Bonus RSUs vest upon the closing of the transactions contemplated by the Agreement and Plan of Merger, by and among Olympus Water Holdings IV, L.P., acting by its general partner, Olympus Water Holdings Limited, Diamond Merger Limited and the Company, or on the date that such holder's employment with the Company and its affiliates is terminated without cause or by the holder for good reason. The Retention RSUs vest in full on December 31, 2024, subject to the reporting person's continued service to the Company and its affiliates through the vesting date.