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)
08/09/2022

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)
Common Stock	08/09/2022		J/K⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		2,917	D	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	3,976,264	D
Common Stock	08/09/2022		J/K⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		3,288	D	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	3,972,976	D
Common Stock	08/09/2022		J/K⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾		2,917	D	⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾	3,970,059	D
Common Stock	08/09/2022		J/K⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾		1,430	D	⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾	3,968,629	D
Common Stock	08/09/2022		J/K⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾		1,716	D	⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	3,966,913	D
Common Stock	08/10/2022		J/K⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		2,917	D	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	3,963,996	D
Common Stock	08/10/2022		J/K⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		3,288	D	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	3,960,708	D
Common Stock	08/10/2022		J/K⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾		2,917	D	⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾	3,957,791	D
Common Stock	08/10/2022		J/K⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾		1,430	D	⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾	3,956,361	D
Common Stock	08/10/2022		J/K⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾		1,716	D	⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	3,954,645	D
Common Stock	08/11/2022		J/K⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		2,917	D	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	3,951,728	D
Common Stock	08/11/2022		J/K⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾		3,288	D	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	3,948,440	D
Common Stock	08/11/2022		J/K⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾		2,917	D	⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾	3,945,523	D
Common Stock	08/11/2022		J/K⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾		1,430	D	⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾	3,944,093	D
Common Stock	08/11/2022		J/K⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾		1,716	D	⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	3,942,377	D

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)
Variable Prepaid Forward Sale Contract (obligation to sell)	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	08/09/2022		J/K⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾			2,917	08/09/2022	08/09/2022	Common Stock	113,753	$0	110,836	D
Variable Prepaid Forward Sale Contract (obligation to sell)	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	08/09/2022		J/K⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾			3,288	08/09/2022	08/09/2022	Common Stock	29,596	$0	26,308	D
Variable Prepaid Forward Sale Contract (obligation to sell)	⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾	08/09/2022		J/K⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾			2,917	08/09/2022	08/09/2022	Common Stock	113,753	$0	110,836	D
Variable Prepaid Forward Sale Contract (obligation to sell)	⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾	08/09/2022		J/K⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾			1,430	08/09/2022	08/09/2022	Common Stock	12,870	$0	11,440	D
Variable Prepaid Forward Sale Contract (obligation to sell)	⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	08/09/2022		J/K⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾			1,716	08/09/2022	08/09/2022	Common Stock	15,444	$0	13,728	D
Variable Prepaid Forward Sale Contract (obligation to sell)	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	08/10/2022		J/K⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾			2,917	08/10/2022	08/10/2022	Common Stock	110,836	$0	107,919	D
Variable Prepaid Forward Sale Contract (obligation to sell)	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	08/10/2022		J/K⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾			3,288	08/10/2022	08/10/2022	Common Stock	26,308	$0	23,020	D
Variable Prepaid Forward Sale Contract (obligation to sell)	⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾	08/10/2022		J/K⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾			2,917	08/10/2022	08/10/2022	Common Stock	110,836	$0	107,919	D
Variable Prepaid Forward Sale Contract (obligation to sell)	⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾	08/10/2022		J/K⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾			1,430	08/10/2022	08/10/2022	Common Stock	11,440	$0	10,010	D
Variable Prepaid Forward Sale Contract (obligation to sell)	⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	08/10/2022		J/K⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾			1,716	08/10/2022	08/10/2022	Common Stock	13,728	$0	12,012	D
Variable Prepaid Forward Sale Contract (obligation to sell)	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	08/11/2022		J/K⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾			2,917	08/11/2022	08/11/2022	Common Stock	107,919	$0	105,002	D
Variable Prepaid Forward Sale Contract (obligation to sell)	⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾	08/11/2022		J/K⁽¹⁾⁽²⁾⁽³⁾⁽⁴⁾			3,288	08/11/2022	08/11/2022	Common Stock	23,020	$0	19,732	D
Variable Prepaid Forward Sale Contract (obligation to sell)	⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾	08/11/2022		J/K⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾			2,917	08/11/2022	08/11/2022	Common Stock	107,919	$0	105,002	D
Variable Prepaid Forward Sale Contract (obligation to sell)	⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾	08/11/2022		J/K⁽⁵⁾⁽⁶⁾⁽⁷⁾⁽⁸⁾			1,430	08/11/2022	08/11/2022	Common Stock	10,010	$0	8,580	D
Variable Prepaid Forward Sale Contract (obligation to sell)	⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾	08/11/2022		J/K⁽⁹⁾⁽¹⁰⁾⁽¹¹⁾			1,716	08/11/2022	08/11/2022	Common Stock	12,012	$0	10,296	D

Explanation of Responses:

1. On August 9, 2022, August 10, 2022 and August 11, 2022, the Reporting Person settled a portion of two existing and previously reported variable prepaid forward sale contracts ("VPFs") with Citibank, N.A. ("Citibank"). See Footnotes 2, 3 and 4 and Remarks for details of the transaction.

2. One of the VPFs with Citibank entered into on March 9, 2021 covering a maximum aggregate amount of 98,644 shares ("Citi VPF March 2021") is divided into 30 components, and the other VPF with Citibank originally entered into on May 26, 2020, as amended and restated on March 9, 2021 and as further amended and restated on November 24, 2021 covering a maximum aggregate amount of 175,000 shares ("Citi VPF May 2020") is divided into one tranche ("Tranche 1") of 50 components for 87,500 shares and a second tranche ("Tranche 2") of 30 components for 87,500 shares (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 (i) July 7, 2022 to August 17, 2022 for the Citi VPF March 2021 and (ii) March 24, 2023 to June 5, 2023 (Tranche 1) and July 7, 2022 to August 17, 2022 (Tranche 2) (as applicable) for the Citi VPF May 2020 either, at the reporting person's option, (i) (A) up to 3,288 Shares (or 3,289 Shares for the last four Settlement Dates) for the Citi VPF March 2021 and (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) for the Citi VPF May 2020, 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.

4. 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 (i) July 7, 2022 to August 17, 2022 for the Citi VPF March 2021 and (ii) March 24, 2023 to June 5, 2023 (Tranche 1) and July 7, 2022 to August 17, 2022 (Tranche 2) (as applicable) for the Citi VPF May 2020 either, at the reporting person's option, (i) (A) up to 3,288 Shares (or 3,289 Shares for the last four Settlement Dates) for the Citi VPF March 2021 and (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) for the Citi VPF May 2020, 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.

5. On August 9, 2022, August 10, 2022 and August 11, 2022, the Reporting Person settled a portion of two existing and previously reported VPFs with Royal Bank of Canada ("RBC"). See Footnotes 6, 7 and 8 and Remarks for details of the transaction.

6. One of the VPFs with RBC entered into on March 9, 2021 covering a maximum aggregate amount of 42,899 shares ("RBC VPF March 2021") is divided into 30 components, and the other VPF with RBC originally entered into on May 26, 2020, as amended and restated on March 9, 2021 and as further amended and restated on November 24, 2021 covering a maximum aggregate amount of 175,000 shares ("RBC VPF May 2020") is divided into one tranche ("Tranche 1") of 50 components for 87,500 shares and a second tranche ("Tranche 2") of 30 components for 87,500 shares (each a "Component").

7. 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 (i) March 24, 2023 to June 5, 2023 (Tranche 1) and July 7, 2022 to August 17, 2022 (Tranche 2) for the RBC VPF May 2020 and (ii) from July 7, 2022 to August 17, 2022 (as applicable) for the RBC VPF March 2021 either, at the reporting person's option, (i) (A) 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) for the RBC VPF May 2020, and (B) up to 1,429 Shares (or 1,430 Shares for the last nineteen Settlement Dates) for the RBC VPF March 2021, 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.

8. In exchange for entering into the RBC VPF March 2021, the reporting person received an aggregate prepayment amount of $9,070,347 from RBC and in exchange for entering into the RBC VPF May 2020, the reporting person received an aggregate prepayment amount of $23,825,731 from RBC.

9. On August 9, 2022, August 10, 2022 and August 11, 2022, the Reporting Person settled a portion of an existing and previously reported VPF with JPMorgan Chase Bank, National Association ("JPMorgan"). See Footnotes 10 and 11 and Remarks for details of the transaction.

10. The VPF with JPMorgan entered into on March 9, 2021 covering a maximum aggregate amount of 51,467 shares ("JPM VPF March 2021") is divided into 30 Components. For each Component, the reporting person is obligated to deliver, on each Settlement Date either, at the reporting person's option, (i) up to 1,715 Shares (or 1,716 Shares for the last seventeen Settlement Dates) for the JPM VPF March 2021, to JPMorgan (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.

11. In exchange for entering into the JPM VPF March 2021, the reporting person received an aggregate prepayment amount of $10,884,459 from JPMorgan.

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 $242.25 per Share (or, in the case of each Tranche 1, $239.4600 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 $285.86 per Share (or, in the case of each Tranche 1, $258.6168 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 the Reporting Person	08/11/2022
	** Signature of Reporting Person	Date
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