Paine Schwartz Partners, Llc - Mar 31, 2023 Form 4 Insider Report for AgroFresh Solutions, Inc. (AGFS)

Role
10%+ Owner
Signature
Paine Schwartz Partners, LLC, By: /s/ Kevin Schwartz, Name: Kevin Schwartz, Authorized Signatory
Stock symbol
AGFS
Transactions as of
Mar 31, 2023
Transactions value $
-$549,570
Form type
4
Date filed
4/4/2023, 09:37 PM
Previous filing
Aug 8, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AGFS Common Stock Disposed to Issuer -$550K -183K -100% $3.00 0 Mar 31, 2023 See footnote F1, F2, F3
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Paine Schwartz Partners, Llc is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may continue.

Explanation of Responses:

Id Content
F1 The Reported Securities were disposed 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, Paine Schwartz Partners, LLC, a Delaware limited liability company ("PSP") ceased to beneficially own any Issuer securities.
F2 Reflects shares granted under the Issuer's 2015 Incentive Compensation Plan to Kevin Schwartz and Alexander Corbacho in connection with their service as directors of the Issuer. Pursuant to an assignment agreement between Paine Schwartz Partners Fund V Management, LLC, a wholly owned subsidiary of PSP, and both Mr. Schwartz and Mr. Corbacho, effective as of July 27, 2020, each of Mr. Schwartz and Mr. Corbacho has assigned to PSP all of his right, title and interest in and to any compensation, including equity awards, he receives from the Issuer for his services as a director of the Issuer.
F3 Mr. Schwartz serves as manager of the ultimate general partner of PSP, and disclaims beneficial ownership of any common stock held of record or beneficially owned by PSP and any of its parent companies or subsidiaries. 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.

Remarks:

For purposes of Section 16 of the Exchange Act, the Reporting Persons may be deemed to be directors by deputization by virtue of the fact that an affiliate of PSP has a contractual right to nominate directors to the Issuer's board of directors (the "Board"). Mr. Schwartz and Mr. Corbacho were each designated to serve on the Board by such PSP affiliate. As a result, the "Director" box is marked in Item 5 of this Form 4.