InsiderTrades

Form 4 for KWR QUAKER CHEMICAL CORP

Accepted 2022-08-12 00:00:00 ET · period of report 2022-08-10 · accession 0001104659-22-090078 · 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 2022-08-12 2022-08-10 KWR QH Hungary Holdings Ltd 10% P - Purchase $184.27 +50.0K 3.99M +1% +$9.21M
DM 2022-08-12 2022-08-10 KWR QH Hungary Holdings Ltd 10% J - Other — +448.6K 105.0K New —

Purchase Sale Sale after option exercise All abbreviations

Every reported transaction

#TableSecurityDateCodeA/DSharesPriceOwned afterOwnExercise / expiryUnderlyingFootnotes
1 Common Common Stock 2022-08-10 P A 50,000 $184.27 3,992,377 D — —
2 Derivative Variable Prepaid Forward Sale Contract 2022-08-10 J A 8,580 — 8,580 D — · — to — 8,580 Common Stock (F8) The (a) first of the amended VPFs with RBC originally entered into on May 26, 2020, as amended and restated on March 9, 2021, as further amended and restated on November 24, 2021 and as further amended and restated on August 10, 2022 covering a maximum aggregate amount of 105,002 shares ("RBC VPF No. 1") is divided into one tranche ("Tranche 1" (which was not amended on August 10, 2022)) of 50 components for 87,500 shares and a second tranche ("Tranche 2") of 50 components for 17,502 shares (each a "Component"), and (b) second of the amended VPFs with RBC originally entered into on March 9, 2021 and as amended and restated on August 10, 2022 covering a maximum aggregate amount of 8,580 shares ("RBC VPF No. 3") is divided into 50 Components. (F9) 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 March 24, 2023 to June 5, 2023 for Tranche 1 of RBC VPF No. 1 and May 28, 2024 to August 8, 2024 for each of Tranche 2 of RBC VPF No. 1 and RBC VPF No. 3 (as applicable) either, at the reporting person's option, (a) (1) up to 1,750 Shares (Tranche 1) and up to 350 Shares (or 351 Shares for two of such Settlement Dates) (Tranche 2) of RBC VPF No. 1, (b) up to 172 Shares (or 171 Shares for the last 20 Settlement Dates) for RBC VPF No. 3, to RBC (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. (F10) In exchange for amending (a) RBC VPF No. 1, the reporting person paid $355,091.17 to RBC and (b) RBC VPF No. 3, the reporting person paid $174,076.24 to RBC. (F7) On August 10, 2022, the Reporting Person amended two existing and previously reported VPFs with Royal Bank of Canada ("RBC"). See Footnotes 8, 9 and 10 and Remarks for details of the amended transactions.
3 Derivative Variable Prepaid Forward Sale Contract 2022-08-10 J A 105,002 — 105,002 D — · — to — 105,002 Common Stock (F8) The (a) first of the amended VPFs with RBC originally entered into on May 26, 2020, as amended and restated on March 9, 2021, as further amended and restated on November 24, 2021 and as further amended and restated on August 10, 2022 covering a maximum aggregate amount of 105,002 shares ("RBC VPF No. 1") is divided into one tranche ("Tranche 1" (which was not amended on August 10, 2022)) of 50 components for 87,500 shares and a second tranche ("Tranche 2") of 50 components for 17,502 shares (each a "Component"), and (b) second of the amended VPFs with RBC originally entered into on March 9, 2021 and as amended and restated on August 10, 2022 covering a maximum aggregate amount of 8,580 shares ("RBC VPF No. 3") is divided into 50 Components. (F9) 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 March 24, 2023 to June 5, 2023 for Tranche 1 of RBC VPF No. 1 and May 28, 2024 to August 8, 2024 for each of Tranche 2 of RBC VPF No. 1 and RBC VPF No. 3 (as applicable) either, at the reporting person's option, (a) (1) up to 1,750 Shares (Tranche 1) and up to 350 Shares (or 351 Shares for two of such Settlement Dates) (Tranche 2) of RBC VPF No. 1, (b) up to 172 Shares (or 171 Shares for the last 20 Settlement Dates) for RBC VPF No. 3, to RBC (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. (F10) In exchange for amending (a) RBC VPF No. 1, the reporting person paid $355,091.17 to RBC and (b) RBC VPF No. 3, the reporting person paid $174,076.24 to RBC. (F7) On August 10, 2022, the Reporting Person amended two existing and previously reported VPFs with Royal Bank of Canada ("RBC"). See Footnotes 8, 9 and 10 and Remarks for details of the amended transactions.
4 Derivative Variable Prepaid Forward Sale Contract 2022-08-10 J A 10,296 — 10,296 D — · — to — 10,296 Common Stock (F3) The (a) fourth of the amended VPFs with Citibank originally entered into with JPMorgan Chase Bank, National Association ("JPMorgan") on August 27, 2020 and as amended and restated and novated to Citibank on August 10, 2022 covering a maximum aggregate amount of 140,000 shares ("Citi VPF No. 6") is divided into 50 Components and (b) fifth of the amended VPFs with Citibank originally entered into with JPMorgan on March 9, 2021 and as amended and restated and novated to Citibank on August 10, 2022 covering a maximum aggregate amount of 10,296 shares ("Citi VPF No. 7") is divided into 50 Components. (F2) The (a) first of the amended VPFs with Citibank originally entered into on May 26, 2020, as amended and restated on March 9, 2021, as further amended and restated on November 24, 2021 and as further amended and restated on August 10, 2022 covering a maximum aggregate amount of 105,002 shares ("Citi VPF No. 2") is divided into one tranche ("Tranche 1" (which was not amended on August 10, 2022)) of 50 components for 87,500 shares and a second tranche ("Tranche 2") of 50 components for 17,502 shares (each a "Component"), (b) second of the amended VPFs with Citibank originally entered into on August 27, 2020 and as amended and restated on August 10, 2022 covering a maximum aggregate amount of 60,000 shares ("Citi VPF No. 3") is divided into 50 Components and (c) third of the amended VPFs with Citibank originally entered into on March 9, 2021 and as amended and restated on August 10, 2022 covering a maximum aggregate amount of 19,732 shares ("Citi VPF No. 5") is divided into 50 Components. (F5) (a) (1) up to 1,750 Shares (Tranche 1) and up to 350 Shares (or 351 Shares for two of such Settlement Dates) (Tranche 2) of Citi VPF No. 2, (b) up to 1,200 Shares for Citi VPF No. 3, (c) up to 395 Shares (or 394 Shares for the last 18 Settlement Dates) for Citi VPF No. 5, (D) up to 2,800 Shares for Citi VPF No. 6 and (e) up to 205 Shares (or 206 Shares for the 21st through 30th Settlement Dates or 207 Shares for the last 18 Settlement Dates) for Citi VPF No. 7, 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. (F1) On August 10, 2022, the Reporting Person amended five existing and previously reported variable prepaid forward sale contracts ("VPFs") with Citibank, N.A. ("Citibank"). See Footnotes 2, 3, 4, 5 and 6 and Remarks for details of the amended transactions. (F6) In exchange for amending (a) Citi VPF No. 2, the reporting person paid $355,091.19 to Citibank, (b) Citi VPF No. 3, the reporting person paid $621,125.31 to Citibank, (c) Citi VPF No. 5, the reporting person paid $400,334.77 to Citibank, (d) Citi VPF No. 6, the reporting person paid $1,449,292.39 to Citibank, and (e) Citi VPF No. 7, the reporting person paid $208,891.48 to Citibank. (F4) 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 March 24, 2023 to June 5, 2023 for Tranche 1 of Citi VPF No. 2 and May 28, 2024 to August 8, 2024 for each of Tranche 2 of Citi VPF No. 2, Citi VPF No. 3, Citi VPF No. 5, Citi VPF No. 6 and Citi VPF No. 7 (as applicable) either, at the reporting person's option: (continued in Footnote 5)
5 Derivative Variable Prepaid Forward Sale Contract 2022-08-10 J A 140,000 — 140,000 D — · — to — 140,000 Common Stock (F3) The (a) fourth of the amended VPFs with Citibank originally entered into with JPMorgan Chase Bank, National Association ("JPMorgan") on August 27, 2020 and as amended and restated and novated to Citibank on August 10, 2022 covering a maximum aggregate amount of 140,000 shares ("Citi VPF No. 6") is divided into 50 Components and (b) fifth of the amended VPFs with Citibank originally entered into with JPMorgan on March 9, 2021 and as amended and restated and novated to Citibank on August 10, 2022 covering a maximum aggregate amount of 10,296 shares ("Citi VPF No. 7") is divided into 50 Components. (F2) The (a) first of the amended VPFs with Citibank originally entered into on May 26, 2020, as amended and restated on March 9, 2021, as further amended and restated on November 24, 2021 and as further amended and restated on August 10, 2022 covering a maximum aggregate amount of 105,002 shares ("Citi VPF No. 2") is divided into one tranche ("Tranche 1" (which was not amended on August 10, 2022)) of 50 components for 87,500 shares and a second tranche ("Tranche 2") of 50 components for 17,502 shares (each a "Component"), (b) second of the amended VPFs with Citibank originally entered into on August 27, 2020 and as amended and restated on August 10, 2022 covering a maximum aggregate amount of 60,000 shares ("Citi VPF No. 3") is divided into 50 Components and (c) third of the amended VPFs with Citibank originally entered into on March 9, 2021 and as amended and restated on August 10, 2022 covering a maximum aggregate amount of 19,732 shares ("Citi VPF No. 5") is divided into 50 Components. (F5) (a) (1) up to 1,750 Shares (Tranche 1) and up to 350 Shares (or 351 Shares for two of such Settlement Dates) (Tranche 2) of Citi VPF No. 2, (b) up to 1,200 Shares for Citi VPF No. 3, (c) up to 395 Shares (or 394 Shares for the last 18 Settlement Dates) for Citi VPF No. 5, (D) up to 2,800 Shares for Citi VPF No. 6 and (e) up to 205 Shares (or 206 Shares for the 21st through 30th Settlement Dates or 207 Shares for the last 18 Settlement Dates) for Citi VPF No. 7, 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. (F1) On August 10, 2022, the Reporting Person amended five existing and previously reported variable prepaid forward sale contracts ("VPFs") with Citibank, N.A. ("Citibank"). See Footnotes 2, 3, 4, 5 and 6 and Remarks for details of the amended transactions. (F6) In exchange for amending (a) Citi VPF No. 2, the reporting person paid $355,091.19 to Citibank, (b) Citi VPF No. 3, the reporting person paid $621,125.31 to Citibank, (c) Citi VPF No. 5, the reporting person paid $400,334.77 to Citibank, (d) Citi VPF No. 6, the reporting person paid $1,449,292.39 to Citibank, and (e) Citi VPF No. 7, the reporting person paid $208,891.48 to Citibank. (F4) 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 March 24, 2023 to June 5, 2023 for Tranche 1 of Citi VPF No. 2 and May 28, 2024 to August 8, 2024 for each of Tranche 2 of Citi VPF No. 2, Citi VPF No. 3, Citi VPF No. 5, Citi VPF No. 6 and Citi VPF No. 7 (as applicable) either, at the reporting person's option: (continued in Footnote 5)
6 Derivative Variable Prepaid Forward Sale Contract 2022-08-10 J A 19,732 — 19,732 D — · — to — 19,732 Common Stock (F3) The (a) fourth of the amended VPFs with Citibank originally entered into with JPMorgan Chase Bank, National Association ("JPMorgan") on August 27, 2020 and as amended and restated and novated to Citibank on August 10, 2022 covering a maximum aggregate amount of 140,000 shares ("Citi VPF No. 6") is divided into 50 Components and (b) fifth of the amended VPFs with Citibank originally entered into with JPMorgan on March 9, 2021 and as amended and restated and novated to Citibank on August 10, 2022 covering a maximum aggregate amount of 10,296 shares ("Citi VPF No. 7") is divided into 50 Components. (F2) The (a) first of the amended VPFs with Citibank originally entered into on May 26, 2020, as amended and restated on March 9, 2021, as further amended and restated on November 24, 2021 and as further amended and restated on August 10, 2022 covering a maximum aggregate amount of 105,002 shares ("Citi VPF No. 2") is divided into one tranche ("Tranche 1" (which was not amended on August 10, 2022)) of 50 components for 87,500 shares and a second tranche ("Tranche 2") of 50 components for 17,502 shares (each a "Component"), (b) second of the amended VPFs with Citibank originally entered into on August 27, 2020 and as amended and restated on August 10, 2022 covering a maximum aggregate amount of 60,000 shares ("Citi VPF No. 3") is divided into 50 Components and (c) third of the amended VPFs with Citibank originally entered into on March 9, 2021 and as amended and restated on August 10, 2022 covering a maximum aggregate amount of 19,732 shares ("Citi VPF No. 5") is divided into 50 Components. (F5) (a) (1) up to 1,750 Shares (Tranche 1) and up to 350 Shares (or 351 Shares for two of such Settlement Dates) (Tranche 2) of Citi VPF No. 2, (b) up to 1,200 Shares for Citi VPF No. 3, (c) up to 395 Shares (or 394 Shares for the last 18 Settlement Dates) for Citi VPF No. 5, (D) up to 2,800 Shares for Citi VPF No. 6 and (e) up to 205 Shares (or 206 Shares for the 21st through 30th Settlement Dates or 207 Shares for the last 18 Settlement Dates) for Citi VPF No. 7, 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. (F1) On August 10, 2022, the Reporting Person amended five existing and previously reported variable prepaid forward sale contracts ("VPFs") with Citibank, N.A. ("Citibank"). See Footnotes 2, 3, 4, 5 and 6 and Remarks for details of the amended transactions. (F6) In exchange for amending (a) Citi VPF No. 2, the reporting person paid $355,091.19 to Citibank, (b) Citi VPF No. 3, the reporting person paid $621,125.31 to Citibank, (c) Citi VPF No. 5, the reporting person paid $400,334.77 to Citibank, (d) Citi VPF No. 6, the reporting person paid $1,449,292.39 to Citibank, and (e) Citi VPF No. 7, the reporting person paid $208,891.48 to Citibank. (F4) 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 March 24, 2023 to June 5, 2023 for Tranche 1 of Citi VPF No. 2 and May 28, 2024 to August 8, 2024 for each of Tranche 2 of Citi VPF No. 2, Citi VPF No. 3, Citi VPF No. 5, Citi VPF No. 6 and Citi VPF No. 7 (as applicable) either, at the reporting person's option: (continued in Footnote 5)
7 Derivative Variable Prepaid Forward Sale Contract 2022-08-10 J A 60,000 — 60,000 D — · — to — 60,000 Common Stock (F3) The (a) fourth of the amended VPFs with Citibank originally entered into with JPMorgan Chase Bank, National Association ("JPMorgan") on August 27, 2020 and as amended and restated and novated to Citibank on August 10, 2022 covering a maximum aggregate amount of 140,000 shares ("Citi VPF No. 6") is divided into 50 Components and (b) fifth of the amended VPFs with Citibank originally entered into with JPMorgan on March 9, 2021 and as amended and restated and novated to Citibank on August 10, 2022 covering a maximum aggregate amount of 10,296 shares ("Citi VPF No. 7") is divided into 50 Components. (F2) The (a) first of the amended VPFs with Citibank originally entered into on May 26, 2020, as amended and restated on March 9, 2021, as further amended and restated on November 24, 2021 and as further amended and restated on August 10, 2022 covering a maximum aggregate amount of 105,002 shares ("Citi VPF No. 2") is divided into one tranche ("Tranche 1" (which was not amended on August 10, 2022)) of 50 components for 87,500 shares and a second tranche ("Tranche 2") of 50 components for 17,502 shares (each a "Component"), (b) second of the amended VPFs with Citibank originally entered into on August 27, 2020 and as amended and restated on August 10, 2022 covering a maximum aggregate amount of 60,000 shares ("Citi VPF No. 3") is divided into 50 Components and (c) third of the amended VPFs with Citibank originally entered into on March 9, 2021 and as amended and restated on August 10, 2022 covering a maximum aggregate amount of 19,732 shares ("Citi VPF No. 5") is divided into 50 Components. (F5) (a) (1) up to 1,750 Shares (Tranche 1) and up to 350 Shares (or 351 Shares for two of such Settlement Dates) (Tranche 2) of Citi VPF No. 2, (b) up to 1,200 Shares for Citi VPF No. 3, (c) up to 395 Shares (or 394 Shares for the last 18 Settlement Dates) for Citi VPF No. 5, (D) up to 2,800 Shares for Citi VPF No. 6 and (e) up to 205 Shares (or 206 Shares for the 21st through 30th Settlement Dates or 207 Shares for the last 18 Settlement Dates) for Citi VPF No. 7, 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. (F1) On August 10, 2022, the Reporting Person amended five existing and previously reported variable prepaid forward sale contracts ("VPFs") with Citibank, N.A. ("Citibank"). See Footnotes 2, 3, 4, 5 and 6 and Remarks for details of the amended transactions. (F6) In exchange for amending (a) Citi VPF No. 2, the reporting person paid $355,091.19 to Citibank, (b) Citi VPF No. 3, the reporting person paid $621,125.31 to Citibank, (c) Citi VPF No. 5, the reporting person paid $400,334.77 to Citibank, (d) Citi VPF No. 6, the reporting person paid $1,449,292.39 to Citibank, and (e) Citi VPF No. 7, the reporting person paid $208,891.48 to Citibank. (F4) 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 March 24, 2023 to June 5, 2023 for Tranche 1 of Citi VPF No. 2 and May 28, 2024 to August 8, 2024 for each of Tranche 2 of Citi VPF No. 2, Citi VPF No. 3, Citi VPF No. 5, Citi VPF No. 6 and Citi VPF No. 7 (as applicable) either, at the reporting person's option: (continued in Footnote 5)
8 Derivative Variable Prepaid Forward Sale Contract 2022-08-10 J A 105,002 — 105,002 D — · — to — 105,002 Common Stock (F3) The (a) fourth of the amended VPFs with Citibank originally entered into with JPMorgan Chase Bank, National Association ("JPMorgan") on August 27, 2020 and as amended and restated and novated to Citibank on August 10, 2022 covering a maximum aggregate amount of 140,000 shares ("Citi VPF No. 6") is divided into 50 Components and (b) fifth of the amended VPFs with Citibank originally entered into with JPMorgan on March 9, 2021 and as amended and restated and novated to Citibank on August 10, 2022 covering a maximum aggregate amount of 10,296 shares ("Citi VPF No. 7") is divided into 50 Components. (F2) The (a) first of the amended VPFs with Citibank originally entered into on May 26, 2020, as amended and restated on March 9, 2021, as further amended and restated on November 24, 2021 and as further amended and restated on August 10, 2022 covering a maximum aggregate amount of 105,002 shares ("Citi VPF No. 2") is divided into one tranche ("Tranche 1" (which was not amended on August 10, 2022)) of 50 components for 87,500 shares and a second tranche ("Tranche 2") of 50 components for 17,502 shares (each a "Component"), (b) second of the amended VPFs with Citibank originally entered into on August 27, 2020 and as amended and restated on August 10, 2022 covering a maximum aggregate amount of 60,000 shares ("Citi VPF No. 3") is divided into 50 Components and (c) third of the amended VPFs with Citibank originally entered into on March 9, 2021 and as amended and restated on August 10, 2022 covering a maximum aggregate amount of 19,732 shares ("Citi VPF No. 5") is divided into 50 Components. (F5) (a) (1) up to 1,750 Shares (Tranche 1) and up to 350 Shares (or 351 Shares for two of such Settlement Dates) (Tranche 2) of Citi VPF No. 2, (b) up to 1,200 Shares for Citi VPF No. 3, (c) up to 395 Shares (or 394 Shares for the last 18 Settlement Dates) for Citi VPF No. 5, (D) up to 2,800 Shares for Citi VPF No. 6 and (e) up to 205 Shares (or 206 Shares for the 21st through 30th Settlement Dates or 207 Shares for the last 18 Settlement Dates) for Citi VPF No. 7, 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. (F1) On August 10, 2022, the Reporting Person amended five existing and previously reported variable prepaid forward sale contracts ("VPFs") with Citibank, N.A. ("Citibank"). See Footnotes 2, 3, 4, 5 and 6 and Remarks for details of the amended transactions. (F6) In exchange for amending (a) Citi VPF No. 2, the reporting person paid $355,091.19 to Citibank, (b) Citi VPF No. 3, the reporting person paid $621,125.31 to Citibank, (c) Citi VPF No. 5, the reporting person paid $400,334.77 to Citibank, (d) Citi VPF No. 6, the reporting person paid $1,449,292.39 to Citibank, and (e) Citi VPF No. 7, the reporting person paid $208,891.48 to Citibank. (F4) 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 March 24, 2023 to June 5, 2023 for Tranche 1 of Citi VPF No. 2 and May 28, 2024 to August 8, 2024 for each of Tranche 2 of Citi VPF No. 2, Citi VPF No. 3, Citi VPF No. 5, Citi VPF No. 6 and Citi VPF No. 7 (as applicable) either, at the reporting person's option: (continued in Footnote 5)