SEC Filing - Quaker Houghton

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SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

QH Hungary Holdings Ltd

(Last)

(First)

(Middle)

BAH CENTER, 2 FURJ STREET

(Street)

BUDAPEST

1124

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
QUAKER CHEMICAL CORP [ KWR ]

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

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
11/24/2021

4. 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 Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction Code (Instr. 8)		4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5)			5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction Code (Instr. 8)		5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)		6. Date Exercisable and Expiration Date (Month/Day/Year)		7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4)		8. Price of Derivative Security (Instr. 5)	9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4)	10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Prepaid Variable Forward Sale Contract	⁽¹⁾⁽²⁾⁽³⁾	11/24/2021		J/K⁽¹⁾⁽²⁾⁽³⁾		350,000		⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	Common Stock	350,000	⁽¹⁾⁽²⁾⁽³⁾	350,000	D
Prepaid Variable Forward Sale Contract	⁽¹⁾⁽²⁾⁽³⁾	11/24/2021		J/K⁽¹⁾⁽²⁾⁽³⁾		175,000		⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	Common Stock	175,000	⁽¹⁾⁽²⁾⁽³⁾	175,000	D
Prepaid Variable Forward Sale Contract	⁽¹⁾⁽²⁾⁽³⁾	11/24/2021		J/K⁽¹⁾⁽²⁾⁽³⁾		98,644		⁽¹⁾⁽²⁾⁽³⁾	⁽¹⁾⁽²⁾⁽³⁾	Common Stock	98,644	⁽¹⁾⁽²⁾⁽³⁾	98,644	D
Prepaid Variable Forward Sale Contract	⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	11/24/2021		J/K⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾		51,467		⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	Common Stock	51,467	⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	51,467	D
Prepaid Variable Forward Sale Contract	⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	11/24/2021		J/K⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾		175,000		⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	Common Stock	175,000	⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	175,000	D
Prepaid Variable Forward Sale Contract	⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	11/24/2021		J/K⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾		42,889		⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	Common Stock	42,889	⁽⁴⁾⁽⁵⁾⁽⁶⁾⁽⁷⁾	42,889	D

Explanation of Responses:

1. On November 24, 2021, the Reporting Person amended three existing and previously reported prepaid variable share forward transactions with Citibank, N.A. ("Citibank"). See Footnote 2 and Remarks for details of the amended transactions.

2. Two of the amended prepaid forward transactions with Citibank are each divided into 50 components, and the other amended prepaid forward transaction with Citibank is divided into one tranche ("Tranche 1") of 50 components and a second tranche ("Tranche 2") of 30 components (each a "Component").

3. 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 November 28, 2023 to February 8, 2024, March 24, 2023 to June 5, 2023 (Tranche 1), July 7, 2022 to August 17, 2022 (Tranche 2) or from March 24, 2023 to June 5, 2023 (as applicable) either, at the reporting person's option, (i) (A) up to 7,000 Shares, (B) up to 1,750 Shares (Tranche 1) and up to 2,916 Shares (or 2,917 Shares for the last 20 Settlement Dates) (Tranche 2), and (C) up to 1,973 Shares (or 1,972 Shares for the last six Settlement Dates) 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 the three prepaid forward contracts, the reporting person received a net cash payment of $734,269.57 from Citibank.

4. On November 24, 2021, the Reporting Person amended three existing and previously reported prepaid variable share forward transaction with Royal Bank of Canada ("RBC"). See Footnote 4 and Remarks for details of the amended transactions.

5. Two of the amended prepaid forward transactions with RBC are each divided into 50 Components, and the other amended prepaid forward transaction with RBC is divided into one tranche ("Tranche 1") of 50 Components and a second tranche ("Tranche 2") of 30 Components.

6. 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 November 28, 2023 to February 8, 2024, March 24, 2023 to June 5, 2023 (Tranche 1), July 7, 2022 to August 17, 2022 (Tranche 2) or from March 24, 2023 to June 5, 2023 (as applicable) either, at the reporting person's option, (i) (A) up to 1,030 Shares (or 1,029 Shares for the last 33 Settlement Dates), (B) up to 1,750 Shares (Tranche 1) and up to 2,916 Shares (or 2,917 Shares for the last 20 Settlement Dates) (Tranche 2), and (C) up to 858 Shares (or 857 Shares for the last 11 Settlement Dates) 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.

7. In exchange for amending the three prepaid forward contracts, the reporting person paid a net cash payment of $1,334,269.57 to RBC.

Remarks:

The number of Shares (or, at the reporting person's option, the cash equivalent) to be delivered to the applicable bank 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 the applicable bank 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 the applicable bank's reasonable discretion, erroneous, a price determined by the applicable bank in good faith and a commercially reasonable manner) (the "Settlement Price") is equal to or less than $239.4600 per Share (or, in the case of each Tranche 2, $242.25 per Share) (the "Forward Floor Price"), the reporting person will deliver to the applicable bank the Subject Number of Shares; (b) if the Settlement Price is between the Forward Floor Price and $258.6168 per Share (or, in the case of each Tranche 2, $285.86 per Share) (the "Forward Cap Price"), the reporting person will deliver to the applicable bank 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 the applicable bank 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 QH Hungary Holdings Limited	11/29/2021
	** 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 4 (b)(v).
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