MARTIN E. FRANKLIN - 15 Feb 2022 Form 4 Insider Report for Element Solutions Inc (ESI)

Role: Director
Signature: /s/ John E. Capps as Attorney-in-Fact for Martin E. Franklin
Issuer symbol: ESI
Transactions as of: 15 Feb 2022
Transactions value $: $0
Form type: 4
Filing time: 17 Feb 2022, 16:20:46 UTC
Previous filing: 04 Jan 2022
Next filing: 15 Nov 2022
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Shares	Change %	Shares After	Date	Ownership	Footnotes
transaction	ESI	Common Stock, par value $0.01 per share	Options Exercise	+400K		400K	15 Feb 2022	Direct	F1
transaction	ESI	Common Stock, par value $0.01 per share	Other	-400K	-100%	0	15 Feb 2022	Direct	F1
transaction	ESI	Common Stock, par value $0.01 per share	Other	+400K	+80%	900K	15 Feb 2022	By Martin E. Franklin Revocable Trust	F1

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	ESI	Performance Stock Units	Options Exercise		-400K	-100%		0	15 Feb 2022	Common Stock	400K	$0.00	Direct	F1
transaction	ESI	Performance Stock Units	Award		+300K			300K	15 Feb 2022	Common Stock	300K	$0.00	Direct	F2

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	Represents settlement of a performance stock unit ("PRSU") award granted on 1/30/2019 and previously reported. Each PRSU represented a contingent right to receive one share of the Issuer's common stock.
F2	The vesting of these PRSUs is subject to the achievement by the Issuer of a performance target of adjusted earnings per share of $2.72 per annum by December 31, 2026. The actual number of shares earned will be determined by applying a total shareholder return (TSR) multiplier based on the Issuer's TSR relative to the applicable benchmark index for the performance period. The TSR multiplier will range from 0.85 to 1.15.

Content

Represents settlement of a performance stock unit ("PRSU") award granted on 1/30/2019 and previously reported. Each PRSU represented a contingent right to receive one share of the Issuer's common stock.

The vesting of these PRSUs is subject to the achievement by the Issuer of a performance target of adjusted earnings per share of $2.72 per annum by December 31, 2026. The actual number of shares earned will be determined by applying a total shareholder return (TSR) multiplier based on the Issuer's TSR relative to the applicable benchmark index for the performance period. The TSR multiplier will range from 0.85 to 1.15.