Clinton A. Lewis Jr. - Dec 29, 2022 Form 4 Insider Report for AgroFresh Solutions, Inc. (AGFS)

Signature
/s/ Jason Simon, Attorney in Fact
Stock symbol
AGFS
Transactions as of
Dec 29, 2022
Transactions value $
-$638,371
Form type
4
Date filed
1/3/2023, 07:46 PM
Previous filing
May 23, 2022
Next filing
Apr 4, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction AGFS Common Stock Tax liability -$206K -69.8K -17.07% $2.96 339K Dec 29, 2022 Direct F1, F2
transaction AGFS Common Stock Tax liability -$178K -60.1K -19.39% $2.96 250K Dec 29, 2022 Direct F1, F3
transaction AGFS Common Stock Tax liability -$183K -61.8K -19.39% $2.96 257K Dec 29, 2022 Direct F1, F4
transaction AGFS Common Stock Options Exercise $376K +182K +340.04% $2.07 235K Dec 29, 2022 Direct F1
transaction AGFS Common Stock Tax liability -$447K -152K -64.48% $2.95 83.5K Dec 29, 2022 Direct F1

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 Employee Stock Option (right to buy) Options Exercise $0 -182K -33.33% $0.00 364K Dec 29, 2022 Common Stock 182K $2.07 Direct F5
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id Content
F1 On December 29, 2022, in order to mitigate or eliminate the amount of excise tax that might be payable by the Reporting Person in certain circumstances pursuant to Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, the Board of Directors of the Issuer approved accelerated vesting of the Reporting Person's equity awards that were otherwise scheduled to vest in April and May of 2023, including service-based restricted stock units ("RSUs") with all such RSU accelerations occurring on December 29, 2022.
F2 The Reporting Person was granted 408,730 restricted shares in 2022, originally vesting in three equal annual installments beginning on April 1, 2023. 69,761 shares were forfeited effective December 29, 2022 in satisfaction of taxes payable upon accelerated vesting of the installment originally scheduled to vest on April 1, 2023.
F3 The Reporting Person was granted 352,444 restricted shares in 2021, originally vesting in three equal annual installments beginning on March 31, 2022. 60,092 shares were forfeited effective December 29, 2022 in satisfaction of taxes payable upon accelerated vesting of the installment originally scheduled to vest on March 31, 2023, and certain of these shares were previously forfeited in satisfaction of taxes payable upon vesting. Shares reported in this row are in addition to shares reported in row 5, which are not subject to restrictions.
F4 The Reporting Person was granted 362,319 restricted shares in 2021, originally vesting in three equal annual installments beginning on May 10, 2022. 61,776 shares were forfeited effective December 29, 2022 in satisfaction of taxes payable upon accelerated vesting of the installment originally scheduled to vest on May 10, 2023, and certain of these shares were previously forfeited in satisfaction of taxes payable upon vesting. Shares reported in this row are in addition to shares reported in row 5, which are not subject to restrictions.
F5 This stock option vests in three equal installments beginning on May 10, 2022.