PSP AGFS HOLDINGS, L.P. 4
4 · AgroFresh Solutions, Inc. · Filed Sep 29, 2020
Insider Transaction Report
Form 4
PSP AGFS HOLDINGS, L.P.
10% Owner
Transactions
- Award
Series B Convertible Preferred Stock
2020-09-25+150,000→ 150,000 total(indirect: See notes)→ Common Stock, par value $0.0001 per share (30,000,000 underlying)
Footnotes (5)
- [F1]This statement is being filed by the following Reporting Persons: PSP AGFS Holdings, L.P. (the "Investor"), Paine Schwartz Food Chain Fund V GP, L.P. (the "GP"), Paine Schwartz Food Chain Fund V GP, Ltd. (the "UGP"), Mr. W. Dexter Paine and Mr. Kevin M. Schwartz.
- [F2]The Issuer's Series B Convertible Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock") was issued in exchange for 150,000 shares of Series B-1 Convertible Preferred Stock, par value $0.0001 per share, and 150,000 shares of Series B-2 Convertible Preferred Stock, par value $0.0001 per share, that were previously issued to the Investor. Shares of 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.
- [F3]Represents the number of shares of common stock issuable based upon the conversion of 150,000 shares of Series B Preferred Stock.
- [F4]The GP is the sole general partner of the Investor and the UGP is the sole general partner of the GP. As a result, each of the GP and the UGP may be deemed to beneficially own and have shared voting and dispositive power over such shares of common stock beneficially owned by the Investor. Mr. Paine and Mr. Schwartz serve as directors of the UGP and each disclaim beneficial ownership of any common stock held of record or beneficially owned by the Investor, the GP and the UGP.
- [F5]Each Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange 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 the GP or UGP 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.