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Element Solutions Inc.

11/08/2019 | Press release | Distributed by Public on 11/08/2019 15:53

SC 13D/A

SCHEDULE 13D

CUSIP No. 28618M106 Page 8 of 11 Pages
Item 1.

Security and Issuer.

This Amendment No. 9 (this 'Amendment') is being jointly filed by Martin E. Franklin ('Franklin'), the Martin E. Franklin Revocable Trust (the 'Franklin Trust'), MEF Holdings, LLLP, a Delaware limited liability limited partnership ('Holdings'), Mariposa Acquisition, LLC, a Delaware limited liability company ('Mariposa' and together with Franklin, the Franklin Trust and Holdings, collectively referred to as the 'Mariposa Reporting Persons'), Berggruen Holdings Ltd, a British Virgin Islands business company ('BHL'), and the Nicolas Berggruen Charitable Trust, a British Virgin Islands trust (the 'NB Charitable Trust' and together with BHL, the 'Berggruen Reporting Persons') to amend the Statement on Schedule 13D filed with the Commission on January 27, 2014 (as amended by Amendment No. 1, filed on March 14, 2014, Amendment No. 2, filed on October 7, 2014, Amendment No. 3 filed on January 2, 2015, Amendment No. 4 filed on March 20, 2015, Amendment No. 5 filed on September 16, 2016, Amendment No. 6 filed on December 19, 2017, Amendment No. 7 filed on May 3, 2018 and Amendment No. 8 filed on November 21, 2018, the 'Statement'), with respect to the common stock, par value $0.01 per share (the 'Common Stock'), of Element Solutions Inc (f/k/a Platform Specialty Products Corporation), a Delaware corporation (the 'Issuer'). The principal executive offices of the Issuer are located at 500 East Broward Boulevard, Suite 1860, Fort Lauderdale, Florida 33394. Unless specifically amended hereby, the disclosure set forth in the Statement shall remain unchanged. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings set forth in the Statement. The Mariposa Reporting Persons and Berggruen Reporting Persons are collectively referred to as the 'Reporting Persons'.

Item 5.

Interest in Securities of the Issuer.

Paragraphs (a) - (b) of Item 5 of the Statement are hereby amended and restated in their entirety as follows:

(a) - (b) As of the date hereof, Franklin beneficially owns 31,376,286 shares of Common Stock (and shares convertible into Common Stock within 60 days) consisting of (i) shared power to vote, or to direct the vote, and shared power to dispose, or to direct the disposition of, 16,610,046 shares of Common Stock (and shares convertible into Common Stock within 60 days) controlled or held, directly or indirectly, by one or more of the Mariposa Reporting Persons and (ii) sole power to vote, or to direct the vote, of 14,766,240 shares of Common Stock (and shares convertible into Common Stock within 60 days) held, directly or indirectly, by the Berggruen Reporting Persons (each as further described below). Each of the Franklin Trust, Holdings and Mariposa has shared power to vote, or to direct the vote, and shared power to dispose, or to direct the disposition of, an aggregate of 16,415,558, 13,947,436 and 11,509,987 shares of Common Stock (and shares convertible into Common Stock within 60 days), respectively. The shares beneficially owned by Franklin consist of (i) 2,419,500 shares held directly by the Franklin Trust, (ii) 243,110 shares of Common Stock held by RSMA LLC (all of which are deemed to be beneficially owned by Franklin and 48,622 of which are held directly by the Franklin Trust), (iii) 2,437,449 shares of Common Stock held directly by Holdings, (iv) 10,449,987 shares of Common Stock held indirectly by Holdings through Mariposa, (v) 1,060,000 shares of Series A Preferred Stock held indirectly by Holdings through Mariposa that are convertible at any time at the option of the holder into the same number of shares of Common Stock, (vi) 13,873,240 shares of Common Stock held directly by BHL (which Franklin has the sole power to vote pursuant to the Proxy Agreement) and (vii) 893,000 shares of Series A Preferred Stock held directly by BHL that are convertible at any time at the option of the holder into the same number of shares