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^*

Liebowitz Matthew

(Last)

(First)

(Middle)

C/O ELEMENT SOLUTIONS INC

500 EAST BROWARD BOULEVARD, SUITE 1860

(Street)

FORT LAUDERDALE

33394

(City)

(State)

(Zip)

2. Date of Event Requiring Statement (Month/Day/Year)
02/13/2024

3. Issuer Name and Ticker or Trading Symbol
Element Solutions Inc [ ESI ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	EVP, Strategy and Head of I&S

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	96,086	D

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)
Performance Stock Units	⁽¹⁾	⁽¹⁾	Common Stock	25,333	⁽¹⁾	D
Restricted Stock Units	⁽²⁾	⁽²⁾	Common Stock	12,665	⁽²⁾	D
Performance Stock Units	⁽³⁾	⁽³⁾	Common Stock	20,122	⁽³⁾	D
Restricted Stock Units	⁽⁴⁾	⁽⁴⁾	Common Stock	6,706	⁽⁴⁾	D
Performance Stock Units	⁽⁵⁾	⁽⁵⁾	Common Stock	210,000	⁽⁵⁾	D
Performance Stock Units	⁽⁶⁾	⁽⁶⁾	Common Stock	14,331	⁽⁶⁾	D
Restricted Stock Units	⁽⁷⁾	⁽⁷⁾	Common Stock	2,388	⁽⁷⁾	D
Restricted Stock Units	⁽⁸⁾	⁽⁸⁾	Common Stock	1,734	⁽⁸⁾	D

Explanation of Responses:

1. Each performance-based restricted units (PRSU) represents a contingent right to receive up to 2 shares, subject to the achievement of certain adjusted EBITDA compound annual growth and cash return on investment (CRI) goals for the performance period ending December 31, 2026. The number of shares will range from zero to 50,666 shares.

2. These restricted stock units (RSUs) will vest annually on February 13th in 1/3 increments starting on February 13, 2025.

3. Each PRSU represents a contingent right to receive up to 2 shares, subject to the achievement of certain adjusted EBITDA compound annual growth and CRI goals for the performance period ending December 31, 2025. The number of shares will range from zero to 40,244 shares.

4. These RSUs vest annually on February 13th in 1/3 increments since February 13, 2024.

5. These PRSUs will vest subject to the achievement by the Company of an adjusted EPS target 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.

6. Each PRSU represents a contingent right to receive up to 2 shares, subject to the achievement of certain adjusted EBITDA compound annual growth and CRI goals for the performance period ending December 31, 2024. The number of shares will range from zero to 28,662 shares.

7. These RSUs vest annually on February 15th in 1/3 increments since February 15, 2023.

8. These RSUs vest annually on February 17th in 1/3 increments since February 17, 2022.

Remarks:

	/s/ John E. Capps as Attorney-in-Fact for Matthew Liebowitz	02/15/2024
	** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.