PAINE SCHWARTZ PARTNERS, LLC - 31 Mar 2023 Form 4 Insider Report for AgroFresh Solutions, Inc.

Source evidence Original filing metadata and source links for verification. 4 source fields
SEC form
4
Accepted by SEC
04 Apr 2023, 21:37:37 UTC
Prior SEC filing
08 Aug 2022
Source filing
View source filing
Reporting owner 1 detail
Reporting owner signature
Paine Schwartz Partners, LLC, By: /s/ Kevin Schwartz, Name: Kevin Schwartz, Authorized Signatory

Key filing fact

PAINE SCHWARTZ PARTNERS, LLC filed Form 4 for AgroFresh Solutions, Inc. on 04 Apr 2023.

Key facts

  • This page summarizes PAINE SCHWARTZ PARTNERS, LLC's Form 4 filing for AgroFresh Solutions, Inc..
  • 1 reported transaction and 0 derivative rows are listed below.
  • Accepted by SEC: 04 Apr 2023, 21:37.

Change

  • Previous filing in this sequence was filed on 08 Aug 2022.
  • Current net transaction value: -$549,570.

Research use

  • This tells you what this filing adds before you inspect full transaction and derivative tables.
  • You can trace every row back to the original SEC filing document.

Evidence

Filed on Form 4

Ownership activity is grounded in SEC Form 4 disclosures.

View source filing

Reported non-derivative transactions

Shares, units, or other non-derivative securities reported in this filing.

AGFS transaction

Common Stock

Disposed to Issuer

Transaction value
$549,570
Shares
-183,190
Change %
-100%
Price
$3.00
Shares after
0
Date
31 Mar 2023
Ownership
See footnote
Footnotes
F1, F2, F3
* marks a reported price that did not pass the local price check.

Additional SEC filing notes

Filing notes and footnotes

Section 16 status

PAINE SCHWARTZ PARTNERS, LLC is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.

Explanation of responses 3 footnotes

Footnote 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.

Footnote 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.

Footnote 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.

SEC 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.

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