Accession Number: | 0001104659-20-100861 |
Date: | 2020-08-27 |
Issuer: | QUAKER CHEMICAL CORP (KWR) |
Original Submission Date: |
GULF HUNGARY HOLDING KORLATOLT FELELOSSEGU TARSASAG
BAH CENTER, 2 FURJ STREET
BUDAPEST, K5 1124
Title of Security | Transaction Date | 2a. Deemed Execution Date | Transaction Code | Shares | Acquired or Disposed | Price per share | 5. Amount of Securities Beneficially Owned Following Reported Transaction | 6. Ownership Form Direct or Indirect | Nature of Indirect Ownership |
---|---|---|---|---|---|---|---|---|---|
COMMON STOCK | 2020-08-27 | S | 150,131 | d | $0.00 | 219,367 | direct | ||
COMMON STOCK | 2020-08-27 | P | 150,131 | a | $0.00 | 4,054,584 | indirect |
Title of Derivative Security | Conversion or Exercise Price of Derivative Security | Transaction Date | Deemed Execution Date | Transaction Code | Number of Derivative Securities Acquired (A) or Disposed of (D) | Date Exercisable | Expiration Date | Title and Amount of Securities Underlying Derivative Security | Price of Derivative Security | Number of derivative Securities Beneficially Owned Following Reported Transaction(s) | Ownership Form: Direct (D) or Indirect (I) | Nature of Indirect Beneficial Ownership |
---|---|---|---|---|---|---|---|---|---|---|---|---|
PREPAID VARIABLE FORWARD SALE CONTRACT | 0.0 | 2020-08-27 | deemed execution date | J | 140,000 (a) | common stock 140,000 | $0.00 | 140,000 | indirect | by qh hungary holdings limited | ||
PREPAID VARIABLE FORWARD SALE CONTRACT | 0.0 | 2020-08-27 | deemed execution date | J | 60,000 (a) | common stock 60,000 | $0.00 | 60,000 | indirect | by qh hungary holdings limited |
ID | footnote |
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f1 | transfer by the reporting person to qh hungary holdings limited, a wholly owned subsidiary of the reporting person ("qh hungary"). |
f2 | on august 27, 2020, qh hungary entered into a prepaid variable share forward transaction with jpmorgan chase bank, national association ("jpmorgan"). see footnote 4 and remarks for details of the transaction. |
f3 | on august 27, 2020, qh hungary entered into a prepaid variable share forward transaction with citibank, n.a. ("citibank"). see footnote 4 and remarks for details of the transaction. |
f4 | the prepaid forward transactions with jpmorgan and citibank are each divided into 14 components (each a "component"). for each component, qh hungary is obligated to, on the settlement date (the "settlement date") determined based on the specified scheduled valuation date within the period from august 18, 2022 to september 7, 2022, either, at qh hungary's option, (i) up to 10,000 shares to jpmorgan and up to 4,286 shares (or 4,282 shares for the last settlement date) to citi (such share number, "subject number") based on the average market price of the shares determined as described below in remarks or (ii) an amount of cash equivalent to the value of such shares. in exchange for assuming the obligation under each contract, qh hungary received an upfront cash prepayment of $9,481,130.00 and $22,122,636.00 from citibank and jpmorgan, respectively. |