0001590714-17-000178.txt : 20171215 0001590714-17-000178.hdr.sgml : 20171215 20171215161540 ACCESSION NUMBER: 0001590714-17-000178 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20171002 FILED AS OF DATE: 20171215 DATE AS OF CHANGE: 20171215 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FRANKLIN MARTIN E CENTRAL INDEX KEY: 0000940603 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-36272 FILM NUMBER: 171259133 MAIL ADDRESS: STREET 1: C/O MARIPOSA CAPITAL, LLC STREET 2: 5200 BLUE LAGOON DRIVE, SUITE 855 CITY: MIAMI STATE: FL ZIP: 33126 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Platform Specialty Products Corp CENTRAL INDEX KEY: 0001590714 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS CHEMICAL PRODUCTS [2890] IRS NUMBER: 000000000 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 1450 CENTREPARK BOULEVARD STREET 2: SUITE 210 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 BUSINESS PHONE: 561-207-9600 MAIL ADDRESS: STREET 1: 1450 CENTREPARK BOULEVARD STREET 2: SUITE 210 CITY: WEST PALM BEACH STATE: FL ZIP: 33401 4/A 1 wf-form4a_151337251299080.xml FORM 4/A X0306 4/A 2017-10-02 2017-10-02 0 0001590714 Platform Specialty Products Corp PAH 0000940603 FRANKLIN MARTIN E C/O PLATFORM SPECIALTY PRODUCTS CORP. 1450 CENTREPARK BLVD, SUITE 210 WEST PALM BEACH FL 33401 1 0 0 0 Common Stock, par value $0.01 per share 2017-10-02 4 S 0 2437205 7.63 D 2437449 I By MEF Holdings, LLLP Common Stock, par value $0.01 per share 2017-10-02 4 S 0 4041650 7.63 D 10449987 I By Mariposa Acquisition, LLC Common Stock, par value $0.01 per share 243110 I By RSMA, LLC Series A Preferred Stock, par value $0.01 per share 2017-10-02 4 S 0 409966 8.31 D Common Stock 409966.0 1060000 I By Mariposa Acquisition, LLC On October 2, 2017, the reporting person sold the LP Interest (as defined in footnote 3 below) to a trust for an installment note as further described in footnote 2 below. The reported per share price is the portion of the fair market value of the LP Interest for federal gift tax purposes representing the value of the shares reported as sold herein, as determined pursuant to a third-party appraisal. Prior to the sale transaction reported herein, through a series of indirect transfers for estate planning purposes, all of which were exempt from Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act") pursuant to Rule 16a-13 promulgated thereunder, the reporting person transferred (i) all of his interest in the shares previously reported as owned by the reporting person through his revocable trust and (ii) 3,868 units of Mariposa Acquisition, LLC ("Mariposa"), in each case, which were then held by the revocable trust to a newly formed limited liability limited partnership, MEF Holdings, LLLP (the "LLLP"), of which the reporting person was, at the time of such transfers, the indirect general partner and holder of all general partnership interests of the LLLP and the indirect sole limited partner and holder of all limited partnership interests of LLLP (such limited partnership interests being the "LP Interest"). Following the sale transaction reported herein, the reporting person will continue to control the general partner of the LLLP and will continue to serve as the managing member of Mariposa. As a result of the foregoing, the reporting person may be deemed to have beneficial ownership (as determined under Section 16 of the Exchange Act) of the shares held by the LLLP and Mariposa, respectively, to the extent of his pecuniary interest therein. Each share of Series A Preferred Stock is convertible at any time at the election of the holder, on a one-for-one basis, into shares of the Issuer's common stock for no additional consideration. The Series A Preferred Stock shall automatically convert into the Issuer's 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). The reporting person disclaims beneficial ownership of the shares reported herein except to the extent of his pecuniary interest therein. EXPLANATORY NOTE: THIS AMENDMENT ON FORM 4/A IS BEING FILED TO AMEND THE FORM 4 FILED ON OCTOBER 2, 2017 SOLELY TO REPORT THE PER SHARE PRICES IN BOX 4 OF TABLE I AND BOX 8 OF TABLE II WHICH HAD NOT BEEN CALCULATED AS OF THE ORIGINAL FILING DATE. EXCEPT FOR SUCH PRICES AND THE RELATED FOOTNOTE 2, ALL OTHER REPORTED INFORMATION IN THE ORIGINAL FORM 4 REMAINS UNCHANGED. THE TRANSACTIONS REPORTED ON THIS FORM 4 DID NOT IMPACT THE AGGREGATE NUMBER OF SHARES REPORTED AS BENEFICIALLY OWNED BY THE REPORTING PERSON. /s/ John E. Capps as Attorney-in-Fact for Martin E. Franklin 2017-12-15