Form 4 for PRM Perimeter Solutions, Inc.
Accepted 2022-05-10 00:00:00 ET · period of report 2022-05-06 · accession 0000919574-22-003082 · SEC index · Original document
Summary rows
Aggregated the way they appear in lists: one row per insider, transaction code and security table.
| X | Filed | Traded | Ticker | Insider | Title | Type | Price | Qty | Owned | ΔOwn | Value |
|---|---|---|---|---|---|---|---|---|---|---|---|
| D | 2022-05-10 | 2022-05-09 | PRM | WindAcre Partnership Master Fund, LP | 10% | P - Purchase | $8.65 | +1.60M | 21.60M | +8% | +$13.84M |
| DM | 2022-05-10 | 2022-05-06+ | PRM | WindAcre Partnership Master Fund, LP | 10% | P - Purchase | $8.37 | +33.2K | 250.0K | +15% | +$278.0K |
Purchase Sale Sale after option exercise All abbreviations
Every reported transaction
| # | Table | Security | Date | Code | A/D | Shares | Price | Owned after | Own | Exercise / expiry | Underlying | Footnotes |
|---|---|---|---|---|---|---|---|---|---|---|---|---|
| 1 | Common | Ordinary shares | 2022-05-09 | P | A | 1,600,000 | $8.65 | 21,600,000 | D | — | — | (F2) The securities are owned directly by the Master Fund and may be deemed to be indirectly beneficially owned by (i) The WindAcre Partnership LLC, the investment adviser to the Master Fund, (ii) The WindAcre General Partner LP and The WAPGP LLC, the general partners of the Master Fund, and (iii) Snehal Amin, the managing member of The WindAcre Partnership LLC and The WAPGP LLC. |
| 2 | Derivative | Total Return Swap | 2022-05-09 | P | A | 4,600 | $8.34 | 254,600 | D | — · — to — | 4,600 Ordinary shares | (F1) The WindAcre Partnership Master Fund, LP (the "Master Fund") has entered into certain cash-settled total return swap agreements (the "Swap Agreements"), which represent economic exposure to an aggregate of 254,600 notional shares of PRM ordinary shares. The Swap Agreements provide the Master Fund with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the securities that are referenced by the Swap Agreements (the "Subject Shares"). Additionally, under the Swap Agreements, the Master Fund will pay the counterparty interest on the purchase price notional share value, at a rate tied to a market index. (F2) The securities are owned directly by the Master Fund and may be deemed to be indirectly beneficially owned by (i) The WindAcre Partnership LLC, the investment adviser to the Master Fund, (ii) The WindAcre General Partner LP and The WAPGP LLC, the general partners of the Master Fund, and (iii) Snehal Amin, the managing member of The WindAcre Partnership LLC and The WAPGP LLC. |
| 3 | Derivative | Total Return Swap | 2022-05-06 | P | A | 28,600 | $8.38 | 250,000 | D | — · — to — | 28,600 Ordinary shares | (F1) The WindAcre Partnership Master Fund, LP (the "Master Fund") has entered into certain cash-settled total return swap agreements (the "Swap Agreements"), which represent economic exposure to an aggregate of 254,600 notional shares of PRM ordinary shares. The Swap Agreements provide the Master Fund with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the securities that are referenced by the Swap Agreements (the "Subject Shares"). Additionally, under the Swap Agreements, the Master Fund will pay the counterparty interest on the purchase price notional share value, at a rate tied to a market index. (F2) The securities are owned directly by the Master Fund and may be deemed to be indirectly beneficially owned by (i) The WindAcre Partnership LLC, the investment adviser to the Master Fund, (ii) The WindAcre General Partner LP and The WAPGP LLC, the general partners of the Master Fund, and (iii) Snehal Amin, the managing member of The WindAcre Partnership LLC and The WAPGP LLC. |