SEC FORM 3

SEC Form 3

FORM 3

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person^*

FRANKLIN MARTIN E

(Last)

(First)

(Middle)

C/O PLATFORM SPECIALTY PRODUCTS CORP.

5200 BLUE LAGOON DRIVE, SUITE 855

(Street)

MIAMI

33126

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
01/22/2014

3. Issuer Name and Ticker or Trading Symbol
Platform Specialty Products Corp [ PAH ]

4. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
	Officer (give title below)	Other (specify below)

5. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Beneficially Owned
1. Title of Security (Instr. 4)	2. Amount of Securities Beneficially Owned (Instr. 4)	3. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	4. Nature of Indirect Beneficial Ownership (Instr. 5)
Common Stock, par value $0.01 per share	5,313,809	I	By Mariposa Acquisition, LLC⁽¹⁾

Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 4)	2. Date Exercisable and Expiration Date (Month/Day/Year)		3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)		4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
1. Title of Derivative Security (Instr. 4)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	4. Conversion or Exercise Price of Derivative Security	5. Ownership Form: Direct (D) or Indirect (I) (Instr. 5)	6. Nature of Indirect Beneficial Ownership (Instr. 5)
Series A Preferred Stock, par value $0.01 per share	⁽²⁾	⁽²⁾	Common Stock	1,060,000	⁽²⁾	I	By Mariposa Acquisition, LLC⁽¹⁾
Warrant (right to buy)	05/17/2013	10/31/2016	Common Stock	833,333⁽³⁾	$11.5⁽³⁾	I	By Mariposa Acquisition, LLC⁽¹⁾

Explanation of Responses:

1. Represents an indirect interest held by Mariposa Acquisition, LLC. Mr. Franklin is the managing member of Mariposa Acquisition, LLC and may be considered to have beneficial ownership of Mariposa Acquisition, LLC's interests in the Issuer. Mr. Franklin disclaims beneficial ownership of any shares in which he does not have a pecuniary interest. Mr. Franklin owns, directly or indirectly, 61.32% of Mariposa Acquisition, LLC representing 3,258,427 shares of Common Stock, 649,992 shares of Series A Preferred Stock and 510,999 shares of Common Stock underlying 1,532,997 warrants.

2. The Series A Preferred Stock is convertible at any time at the election of the holder, on a one-for-one basis, into shares of Common Stock for no additional consideration. The Series A Preferred Stock shall automatically convert into Common Stock upon the earlier to occur of (i) a change of control of the Issuer or (ii) December 31, 2020 (unless extended in accordance with the terms of the Series A Preferred Stock).

3. Represents 883,333 shares of Common Stock underlying the 2,650,001 warrants beneficially owned by reporting person. Each warrant entitles the holder to purchase one-third (1/3) of a share of Common Stock upon exercise at a price of $11.50 per whole share of Common Stock. Warrants are only exercisable for whole shares of Common Stock.

	/s/ Martin E. Franklin	01/22/2014
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 5 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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