Carey J. Dorman - Feb 15, 2022 Form 4 Insider Report for Element Solutions Inc (ESI)

Role
EVP, CFO
Signature
/s/ John E. Capps as Attorney-in-Fact for Carey J. Dorman
Stock symbol
ESI
Transactions as of
Feb 15, 2022
Transactions value $
-$2,026,504
Form type
4
Date filed
2/17/2022, 04:25 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 +68.2K +326.39% 89.1K Feb 15, 2022 Direct F1
transaction ESI Common Stock, par value $0.01 per share Tax liability -$624K -26.8K -30.12% $23.26 62.2K Feb 15, 2022 Direct F2
transaction ESI Common Stock, par value $0.01 per share Options Exercise +114K +182.57% 176K Feb 15, 2022 Direct F3
transaction ESI Common Stock, par value $0.01 per share Tax liability -$1.04M -44.7K -25.42% $23.26 131K Feb 15, 2022 Direct F4
transaction ESI Common Stock, par value $0.01 per share Options Exercise +13.2K +10.09% 144K Feb 15, 2022 Direct F5
transaction ESI Common Stock, par value $0.01 per share Tax liability -$125K -5.36K -3.71% $23.26 139K Feb 15, 2022 Direct F6
transaction ESI Common Stock, par value $0.01 per share Options Exercise +26K +18.68% 165K Feb 15, 2022 Direct F7
transaction ESI Common Stock, par value $0.01 per share Tax liability -$238K -10.2K -6.19% $23.26 155K Feb 15, 2022 Direct F8

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 -68.2K -100% 0 Feb 15, 2022 Common Stock 68.2K $0.00 Direct F1
transaction ESI Performance Stock Units Options Exercise -114K -100% 0 Feb 15, 2022 Common Stock 114K $0.00 Direct F3
transaction ESI Performance Stock Units Options Exercise -8.82K -100% 0 Feb 15, 2022 Common Stock 13.2K $0.00 Direct F5
transaction ESI Performance Stock Units Options Exercise -17.3K -100% 0 Feb 15, 2022 Common Stock 26K $0.00 Direct F7
transaction ESI Performance Stock Units Award +320K 320K Feb 15, 2022 Common Stock 320K $0.00 Direct F9
transaction ESI Performance Stock Units Award +21.5K 21.5K Feb 15, 2022 Common Stock 21.5K $0.00 Direct F10
transaction ESI Restricted Stock Units Award +10.7K 10.7K Feb 15, 2022 Common Stock 10.7K $0.00 Direct F11
* 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 7/14/2020 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 3/12/2019 and previously reported. Each PRSU represented a contingent right to receive one share 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 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 share of the Issuer's common stock.
F6 Represents shares withheld to satisfy the tax obligations due upon vesting of the PRSUs described in footnote 5 above.
F7 Represents settlement of a PRSU award granted on 3/15/2019 and previously reported. Each PRSU represented a contingent right to receive up to 1.5 share of the Issuer's common stock.
F8 Represents shares withheld to satisfy the tax obligations due upon vesting of the PRSUs described in footnote 7 above.
F9 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.
F10 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 42,994.
F11 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.