0001104659-23-121246.txt : 20231127
0001104659-23-121246.hdr.sgml : 20231127
20231127161711
ACCESSION NUMBER: 0001104659-23-121246
CONFORMED SUBMISSION TYPE: 4
PUBLIC DOCUMENT COUNT: 1
CONFORMED PERIOD OF REPORT: 20231122
FILED AS OF DATE: 20231127
DATE AS OF CHANGE: 20231127
REPORTING-OWNER:
OWNER DATA:
COMPANY CONFORMED NAME: QH Hungary Holdings Ltd
CENTRAL INDEX KEY: 0001808660
STATE OF INCORPORATION: E9
FISCAL YEAR END: 1231
FILING VALUES:
FORM TYPE: 4
SEC ACT: 1934 Act
SEC FILE NUMBER: 001-12019
FILM NUMBER: 231440445
BUSINESS ADDRESS:
STREET 1: STERLING TRUST CAYMAN LTD, WH
STREET 2: 238 NORTH CHURCH STREET, P.O BOX 1043
CITY: GEORGE TOWN
STATE: E9
ZIP: KY1-1102
BUSINESS PHONE: 36 1 646 4638
MAIL ADDRESS:
STREET 1: STERLING TRUST CAYMAN LTD, WH
STREET 2: 238 NORTH CHURCH STREET, P.O BOX 1043
CITY: GEORGE TOWN
STATE: E9
ZIP: KY1-1102
ISSUER:
COMPANY DATA:
COMPANY CONFORMED NAME: QUAKER CHEMICAL CORP
CENTRAL INDEX KEY: 0000081362
STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PRODUCTS OF PETROLEUM & COAL [2990]
IRS NUMBER: 230993790
STATE OF INCORPORATION: PA
FISCAL YEAR END: 1231
BUSINESS ADDRESS:
STREET 1: ONE QUAKER PARK
STREET 2: 901 HECTOR STREET
CITY: CONSHOHOCKEN
STATE: PA
ZIP: 19428
BUSINESS PHONE: 6108324000
MAIL ADDRESS:
STREET 1: ONE QUAKER PARK
STREET 2: 901 HECTOR ST
CITY: CONSHOHOCKEN
STATE: PA
ZIP: 19428
4
1
tm2331547-3_4seq1.xml
OWNERSHIP DOCUMENT
X0508
4
2023-11-22
0
0000081362
QUAKER CHEMICAL CORP
KWR
0001808660
QH Hungary Holdings Ltd
BAH CENTER, 2 FURJ STREET
BUDAPEST
K5
1124
HUNGARY
0
0
1
0
0
Variable Prepaid Forward Sale Contract
2023-11-22
4
J
1
350000
A
Common Stock
350000
350000
D
On November 22, 2023, the Reporting Person amended an existing and previously reported variable prepaid forward sale contract ("VPF") with Citibank, N.A. ("Citibank"). See Footnotes 2 and 3 and Remarks for details of the amended transaction.
The amended VPF with Citibank originally entered into on March 9, 2021, as amended and restated on November 24, 2021 and as further amended and restated on November 22, 2023 covering a maximum aggregate amount of 350,000 shares ("Citi VPF No. 1") is divided into 50 components (each a "Component").
For each Component, the Reporting Person is obligated to deliver, on the settlement date (the "Settlement Date") determined based on the specified scheduled valuation date within the periods from May 27, 2025 to August 7, 2025 either, at the Reporting Person's option, (i) up to 7,000 Shares to Citibank (such Share number, "Subject Number") based on the average market price of the Shares determined as described below in Remarks or (ii) an amount of cash equivalent to the value of such Shares. In exchange for amending Citi VPF No. 1, the Reporting Person paid $6,296,838 to Citibank.
The number of Shares (or, at the Reporting Person's option, the cash equivalent) to be delivered to Citibank on each Settlement Date is to be determined as follows: (a) if the volume-weighted average price per Share on the relevant valuation date, as reasonably determined by Citibank by reference to the Bloomberg Page "KWR <equity> AQR <Go>" (or any successor page thereto) (provided that, if such price is not so reported for any reason or is, in Citibank's reasonable discretion, erroneous, a price determined by Citibank in good faith and a commercially reasonable manner) (the "Settlement Price") is equal to or less than $177.9634 per Share (the "Forward Floor Price"), the Reporting Person will deliver to Citibank the Subject Number of Shares; (b) if the Settlement Price is between the Forward Floor Price and $195.7597 per Share (the "Forward Cap Price"), the Reporting Person will deliver to Citibank a number of Shares equal to the Subject Number multiplied by a fraction, the numerator of which is the Forward Floor Price and the denominator of which is the Settlement Price; and (c) if the Settlement Price is greater than the Forward Cap Price, the Reporting Person will deliver to Citibank a number of Shares equal to the product of (i) the Subject Number and (ii) a fraction (A) the numerator of which is the sum of (x) the Forward Floor Price and (y) the Settlement Price minus the Forward Cap Price, and (B) the denominator of which is the Settlement Price.
/s/ Judit Rozsa, Managing Director, on behalf of the Reporting Person
2023-11-27