ULSE Inc. - Sep 9, 2024 Form 4 Insider Report for UL Solutions Inc. (ULS)

Role: 10%+ Owner
Signature: /s/ Ron H. Blaustein, Senior Vice President and Chief Financial Officer
Stock symbol: ULS
Transactions as of: Sep 9, 2024
Transactions value $: -$980,000,000
Form type: 4
Date filed: 9/11/2024, 05:00 PM
Previous filing: Apr 18, 2024
Next filing: Sep 25, 2024

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ULS	Class A Common Stock	Conversion of derivative security		+20M			20M	Sep 9, 2024	Direct	F1
transaction	ULS	Class A Common Stock	Sale	-$980M	-20M	-100%	$49.00	0	Sep 9, 2024	Direct

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	ULS	Class B Common Stock	Conversion of derivative security	$0	-20M	-12.41%	$0.00	141M	Sep 9, 2024	Class A Common Stock	20M		Direct	F1

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

Explanation of Responses:

Id	Content
F1	The Class B Common Stock is convertible at any time at the option of the holder into shares of Class A Common Stock on a one-to-one basis. The Class B Common Stock will automatically convert upon the earlier of (i) any transfer of the Class B Common Stock by the holder, whether or not for value, subject to certain exceptions, (ii) the seven year anniversary of the closing of the Issuer's initial public offering ("IPO") and (iii) the date on which the number of outstanding shares of Class B Common Stock held by the reporting person and certain permitted transferees represents less than 35% of the shares of Class B Common Stock held by the reporting person immediately following the closing of the Issuer's IPO.

Content

The Class B Common Stock is convertible at any time at the option of the holder into shares of Class A Common Stock on a one-to-one basis. The Class B Common Stock will automatically convert upon the earlier of (i) any transfer of the Class B Common Stock by the holder, whether or not for value, subject to certain exceptions, (ii) the seven year anniversary of the closing of the Issuer's initial public offering ("IPO") and (iii) the date on which the number of outstanding shares of Class B Common Stock held by the reporting person and certain permitted transferees represents less than 35% of the shares of Class B Common Stock held by the reporting person immediately following the closing of the Issuer's IPO.