Form Type: 4

SEC EDGAR Link
Accession Number:0000919574-22-003082
Date:2022-05-06
Issuer: PERIMETER SOLUTIONS, SA (PRM)
Original Submission Date:

Reporting Person:

WINDACRE PARTNERSHIP MASTER FUND, LP
2200 POST OAK BLVD.
SUITE 1580 HOUSTON, TX 77056

Reporting Person:

WINDACRE PARTNERSHIP LLC
2200 POST OAK BOULEVARD
SUITE 1580 HOUSTON, TX 77056

Reporting Person:

WINDACRE GENERAL PARTNER LP
2200 POST OAK BLVD.
SUITE 1580 HOUSTON, TX 77056

Reporting Person:

WAPGP LLC
2200 POST OAK BLVD.
SUITE 1580 HOUSTON, TX 77056

Reporting Person:

AMIN SNEHAL
2200 POST OAK BLVD.
SUITE 1580 HOU, TX 77056

Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
Title of SecurityTransaction Date2a. Deemed Execution Date Transaction CodeSharesAcquired or DisposedPrice per share 5. Amount of Securities Beneficially Owned Following Reported Transaction 6. Ownership Form Direct or IndirectNature of Indirect Ownership
ORDINARY SHARES 2022-05-09 P 1,600,000 a $8.65 21,600,000 f2 direct
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, convertible securities
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 ExercisableExpiration 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
TOTAL RETURN SWAP 0.0 2022-05-06 deemed execution date P 28,600 (a) ordinary shares 28,600 $0.00 250,000 direct
TOTAL RETURN SWAP 0.0 2022-05-09 deemed execution date P 4,600 (a) ordinary shares 4,600 $0.00 254,600 direct
Footnotes
IDfootnote
f1 the windacre partnership master fund, lp (the "master fund") has entered into certain cash-settled total return swap agreements (the "swap agreements"), which represent economic exposure to an aggregate of 254,600 notional shares of prm ordinary shares. the swap agreements provide the master fund with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the securities that are referenced by the swap agreements (the "subject shares"). additionally, under the swap agreements, the master fund will pay the counterparty interest on the purchase price notional share value, at a rate tied to a market index.
f2 the securities are owned directly by the master fund and may be deemed to be indirectly beneficially owned by (i) the windacre partnership llc, the investment adviser to the master fund, (ii) the windacre general partner lp and the wapgp llc, the general partners of the master fund, and (iii) snehal amin, the managing member of the windacre partnership llc and the wapgp llc.
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