Accession Number: | 0000919574-22-003082 |
Date: | 2022-05-06 |
Issuer: | PERIMETER SOLUTIONS, SA (PRM) |
Original Submission Date: |
WINDACRE PARTNERSHIP MASTER FUND, LP
2200 POST OAK BLVD.
SUITE 1580
HOUSTON, TX 77056
WINDACRE PARTNERSHIP LLC
2200 POST OAK BOULEVARD
SUITE 1580
HOUSTON, TX 77056
WINDACRE GENERAL PARTNER LP
2200 POST OAK BLVD.
SUITE 1580
HOUSTON, TX 77056
WAPGP LLC
2200 POST OAK BLVD.
SUITE 1580
HOUSTON, TX 77056
AMIN SNEHAL
2200 POST OAK BLVD.
SUITE 1580
HOU, TX 77056
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 |
---|---|---|---|---|---|---|---|---|---|
ORDINARY SHARES | 2022-05-09 | P | 1,600,000 | a | $8.65 | 21,600,000 f2 | direct |
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 |
---|---|---|---|---|---|---|---|---|---|---|---|---|
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 |
ID | footnote |
---|---|
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. |