QH Hungary Holdings Ltd - Nov 22, 2023 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
Nov 22, 2023
Transactions value $
$0
Form type
4
Date filed
11/27/2023, 04:17 PM
Previous filing
Mar 8, 2023
Next filing
Dec 5, 2023

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 Other +350K 350K Nov 22, 2023 Common Stock 350K Direct F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On November 22, 2023, the Reporting Person amended an existing and previously reported variable prepaid forward sale contract ("VPF") with Citibank, N.A. ("Citibank"). See Footnotes 2 and 3 and Remarks for details of the amended transaction.
F2 The amended VPF with Citibank originally entered into on March 9, 2021, as amended and restated on November 24, 2021 and as further amended and restated on November 22, 2023 covering a maximum aggregate amount of 350,000 shares ("Citi VPF No. 1") is divided into 50 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 May 27, 2025 to August 7, 2025 either, at the Reporting Person's option, (i) up to 7,000 Shares 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 Citi VPF No. 1, the Reporting Person paid $6,296,838 to Citibank.

Remarks:

The number of Shares (or, at the Reporting Person's option, the cash equivalent) to be delivered to Citibank 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 Citibank 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 Citibank's reasonable discretion, erroneous, a price determined by Citibank in good faith and a commercially reasonable manner) (the "Settlement Price") is equal to or less than $177.9634 per Share (the "Forward Floor Price"), the Reporting Person will deliver to Citibank the Subject Number of Shares; (b) if the Settlement Price is between the Forward Floor Price and $195.7597 per Share (the "Forward Cap Price"), the Reporting Person will deliver to Citibank 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 Citibank 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.