Psp Agfs Holdings, L.P. - Apr 3, 2023 Form 4 Insider Report for AgroFresh Solutions, Inc. (AGFS)

Role: 10%+ Owner
Signature: PSP AGFS Holdings, L.P., By: /s/ Kevin Schwartz, Name: Kevin Schwartz, Title: Chief Executive Officer
Stock symbol: AGFS
Transactions as of: Apr 3, 2023
Transactions value $: $256,975,097
Form type: 4
Date filed: 4/4/2023, 09:34 PM

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	AGFS	Series B Convertible Preferred Stock	Disposed to Issuer	$257M	+145K		$1,771.68^*	0	Apr 3, 2023	Common Stock	34M		See footnotes	F1, F2, F3, F4, F5

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

Psp Agfs Holdings, L.P. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id	Content
F1	The Issuer's Series B Convertible Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock") are convertible at the option of a holder at any time into shares of common stock at an initial conversion price of $5.00 per share. The Series B Preferred Stock has no expiration date.
F2	The Reported Securities were disposed of in connection with the closing of the merger by and among AgroFresh Solutions, Inc. (the "Issuer"), Project Cloud Holdings, LLC and Project Cloud Merger Sub, Inc. on March 31, 2023 (the "Merger") as disclosed on the Form 8-K filed by the Issuer with the SEC on March 31, 2023. In connection with the closing of the Merger, the Reporting Persons ceased to beneficially own any Issuer securities.
F3	Represents the number of shares of common stock issuable based upon the conversion of 145,046 shares of Series B Preferred Stock.
F4	The reported securities are directly held by PSP AGFS Holdings, L.P. (the "Investor"). The Paine Schwartz Food Chain Fund V GP, L.P. (the "GP") is the sole general partner of the Investor and the Paine Schwartz Food Chain Fund V GP, Ltd. (the "UGP") is the sole general partner of the GP and Mr. W Dexter Paine and Mr. Kevin M. Schwartz serve as directors of UGP. As a result, each of GP, UGP, Mr. Paine and Mr. Schwartz may be deemed to beneficially own and have shared voting and dispositive power over the reported securities.
F5	Each Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose, except to the extent of its respective pecuniary interest therein, if any. This report shall not be deemed an admission that any of GP, UGP, Mr. Paine or Mr. Schwartz is a beneficial owner of the securities held by the Investor, in each case for the purpose of Section 16 of the Exchange Act, or for any other purpose, except to the extent of their pecuniary interest therein, if any.