Key facts
- This page summarizes PSP AGFS HOLDINGS, L.P.'s Form 4 filing for AgroFresh Solutions, Inc..
- 1 reported transaction and 1 derivative row are listed below.
- Accepted by SEC: 04 Apr 2023, 21:34.
PSP AGFS HOLDINGS, L.P. - 03 Apr 2023 Form 4 Insider Report for AgroFresh Solutions, Inc.
- Reporting relationship
- 10%+ Owner
- Issuer ticker
- N/A
- Reported as of
- 03 Apr 2023
- Net transaction value
- +$256,975,097
- Reporting owner signature
- PSP AGFS Holdings, L.P., By: /s/ Kevin Schwartz, Name: Kevin Schwartz, Title: Chief Executive Officer
Source evidence
Original filing metadata and source links for verification.
3 source fields
Reporting owner
1 detail
Key filing fact
PSP AGFS HOLDINGS, L.P. filed Form 4 for AgroFresh Solutions, Inc. on 04 Apr 2023.
Change
- No earlier filing in this sequence is available for direct comparison.
- Current net transaction value: +$256,975,097.
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
View source filing
Ownership activity is grounded in SEC Form 4 disclosures.
Reported derivative securities
Options, warrants, convertible securities, or similar derivative positions disclosed in the filing.
AGFS
transaction
Derivative
Series B Convertible Preferred Stock
Disposed to Issuer
- Transaction value
- $256,975,097
- Shares
- +145,046
- Change %
- Price
- $1771.68*
- Shares after
- 0
- Date
- 03 Apr 2023
- Ownership
- See footnotes
- Underlying class
- Common Stock
- Underlying amount
- 33,982,720
- Exercise price
- Footnotes
- F1, F2, F3, F4, F5
* marks a reported price that did not pass the local price check.
Additional SEC filing notes
Filing notes and footnotes
Section 16 status
PSP AGFS HOLDINGS, L.P. is no longer subject to Section 16 filing requirements. Form 4 or Form 5 obligations may still apply in specific circumstances.
Explanation of responses 5 footnotes
Footnote F1
The Issuer's Series B Convertible Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock") are convertible at the option of a holder at any time into shares of common stock at an initial conversion price of $5.00 per share. The Series B Preferred Stock has no expiration date.
Footnote F2
The Reported Securities were disposed of 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, the Reporting Persons ceased to beneficially own any Issuer securities.
Footnote F3
Represents the number of shares of common stock issuable based upon the conversion of 145,046 shares of Series B Preferred Stock.
Footnote F4
The reported securities are directly held by PSP AGFS Holdings, L.P. (the "Investor"). The Paine Schwartz Food Chain Fund V GP, L.P. (the "GP") is the sole general partner of the Investor and the Paine Schwartz Food Chain Fund V GP, Ltd. (the "UGP") is the sole general partner of the GP and Mr. W Dexter Paine and Mr. Kevin M. Schwartz serve as directors of UGP. As a result, each of GP, UGP, Mr. Paine and Mr. Schwartz may be deemed to beneficially own and have shared voting and dispositive power over the reported securities.
Footnote F5
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. This report shall not be deemed an admission that any of GP, UGP, Mr. Paine or Mr. Schwartz is a beneficial owner of the securities held by the Investor, in each case for the purpose of Section 16 of the Exchange Act, or for any other purpose, except to the extent of their pecuniary interest therein, if any.