4//SEC Filing
PAINE W DEXTER III 4
Accession 0001140361-23-016472
CIK 0001592016other
Filed
Apr 3, 8:00 PM ET
Accepted
Apr 4, 9:34 PM ET
Size
13.6 KB
Accession
0001140361-23-016472
Insider Transaction Report
Form 4
PSP AGFS HOLDINGS, L.P.
10% Owner
Transactions
- Disposition to Issuer
Series B Convertible Preferred Stock
2023-04-03$1771.68/sh+145,046$256,975,097→ 0 total(indirect: See footnotes)→ Common Stock (33,982,720 underlying)
PAINE W DEXTER III
10% Owner
Transactions
- Disposition to Issuer
Series B Convertible Preferred Stock
2023-04-03$1771.68/sh+145,046$256,975,097→ 0 total(indirect: See footnotes)→ Common Stock (33,982,720 underlying)
Transactions
- Disposition to Issuer
Series B Convertible Preferred Stock
2023-04-03$1771.68/sh+145,046$256,975,097→ 0 total(indirect: See footnotes)→ Common Stock (33,982,720 underlying)
SCHWARTZ KEVIN
Director10% Owner
Transactions
- Disposition to Issuer
Series B Convertible Preferred Stock
2023-04-03$1771.68/sh+145,046$256,975,097→ 0 total(indirect: See footnotes)→ Common Stock (33,982,720 underlying)
Transactions
- Disposition to Issuer
Series B Convertible Preferred Stock
2023-04-03$1771.68/sh+145,046$256,975,097→ 0 total(indirect: See footnotes)→ Common Stock (33,982,720 underlying)
Footnotes (5)
- [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.
- [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.
- [F3]Represents the number of shares of common stock issuable based upon the conversion of 145,046 shares of Series B Preferred Stock.
- [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.
- [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.
Documents
Issuer
AgroFresh Solutions, Inc.
CIK 0001592016
Entity typeother
IncorporatedDE
Related Parties
1- filerCIK 0001099188
Filing Metadata
- Form type
- 4
- Filed
- Apr 3, 8:00 PM ET
- Accepted
- Apr 4, 9:34 PM ET
- Size
- 13.6 KB