John E. Capps - Feb 15, 2022 Form 4 Insider Report for Element Solutions Inc (ESI)

Role: EVP, General Counsel & Sec.
Signature: /s/ John E. Capps
Stock symbol: ESI
Transactions as of: Feb 15, 2022
Transactions value $: -$2,506,498
Form type: 4
Date filed: 2/17/2022, 04:23 PM
Next filing: Feb 22, 2022

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	ESI	Common Stock, par value $0.01 per share	Options Exercise		+227K	+69.48%		554K	Feb 15, 2022	Direct	F1
transaction	ESI	Common Stock, par value $0.01 per share	Tax liability	-$2.08M	-89.5K	-16.15%	$23.26	465K	Feb 15, 2022	Direct	F2
transaction	ESI	Common Stock, par value $0.01 per share	Options Exercise		+46.3K	+9.96%		511K	Feb 15, 2022	Direct	F3
transaction	ESI	Common Stock, par value $0.01 per share	Tax liability	-$424K	-18.2K	-3.56%	$23.26	493K	Feb 15, 2022	Direct	F4

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	ESI	Performance Stock Units	Options Exercise		-227K	-100%		0	Feb 15, 2022	Common Stock	227K	$0.00	Direct	F1
transaction	ESI	Performance Stock Units	Options Exercise		-30.9K	-100%		0	Feb 15, 2022	Common Stock	46.3K	$0.00	Direct	F3
transaction	ESI	Performance Stock Units	Award		+120K			120K	Feb 15, 2022	Common Stock	120K	$0.00	Direct	F5
transaction	ESI	Performance Stock Units	Award		+17.2K			17.2K	Feb 15, 2022	Common Stock	17.2K	$0.00	Direct	F6
transaction	ESI	Restricted Stock Units	Award		+8.6K			8.6K	Feb 15, 2022	Common Stock	8.6K	$0.00	Direct	F7

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

Explanation of Responses:

Id	Content
F1	Represents settlement of a performance stock unit ("PRSU") award granted on 1/30/2019 and previously reported. Each PRSU represented a contingent right to receive one share of the Issuer's common stock.
F2	Represents shares withheld to satisfy the tax obligations due upon vesting of the PRSUs described in footnote 1 above.
F3	Represents settlement of a PRSU award granted on 2/20/2019 and previously reported. Each PRSU represented a contingent right to receive up to 1.5 shares of the Issuer's common stock.
F4	Represents shares withheld to satisfy the tax obligations due upon vesting of the PRSUs described in footnote 3 above.
F5	The vesting of these PRSUs is subject to the achievement by the Issuer of a performance target of adjusted earnings per share of $2.72 per annum by December 31, 2026. The actual number of shares earned will be determined by applying a total shareholder return (TSR) multiplier based on the Issuer's TSR relative to the applicable benchmark index for the performance period. The TSR multiplier will range from 0.85 to 1.15.
F6	Each PRSU represents a contingent right to receive up to two shares of the Issuer's common stock, subject to the achievement of certain adjusted EBITDA compound annual growth and cash return on investment (CRI) goals for the performance period ending on December 31, 2024. The number of shares reported in Column 7 will range from zero to 34,394.
F7	Each restricted stock unit represents a contingent right to receive one share of the Issuer's common stock. The grant will vest in 1/3 increments over the next three years.