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).
  
 Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.
1. Name and Address of Reporting Person*
Liebowitz Matthew
(Last) (First) (Middle)
C/O ELEMENT SOLUTIONS INC
500 EAST BROWARD BOULEVARD, SUITE 1860
(Street)
FORT LAUDERDALE FL 33394
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Element Solutions Inc [ ESI ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
EVP, Strategy and Head of I&S
3. Date of Earliest Transaction (Month/Day/Year)
02/12/2025
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)
Code V Amount (A) or (D) Price
Common Stock, par value $0.01 per share 02/12/2025 M 7,166 A (1) 104,303 D
Common Stock, par value $0.01 per share 02/12/2025 F 2,864(2) D $25.81 101,439 D
Common Stock, par value $0.01 per share 02/12/2025 M 4,222 A (3) 105,661 D
Common Stock, par value $0.01 per share 02/12/2025 F 1,662(4) D $25.81 103,999 D
Common Stock, par value $0.01 per share 02/12/2025 M 3,353 A (5) 107,352 D
Common Stock, par value $0.01 per share 02/12/2025 F 1,320(6) D $25.81 106,032 D
Common Stock, par value $0.01 per share 02/12/2025 M 2,388 A (7) 108,420 D
Common Stock, par value $0.01 per share 02/12/2025 F 1,067(8) D $25.81 107,353 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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Performance Stock Units $0 02/12/2025 M 7,166 (1) (1) Common Stock 7,166 (1) 0 D
Restricted Stock Units $0 02/12/2025 M 4,222 (3) (3) Common Stock 4,222 (3) 8,443 D
Restricted Stock Units $0 02/12/2025 M 3,353 (5) (5) Common Stock 3,353 (5) 3,353 D
Restricted Stock Units $0 02/12/2025 M 2,388 (7) (7) Common Stock 2,388 (7) 0 D
Performance Stock Units $0 02/12/2025 A 23,248 (9) (9) Common Stock 23,248 (9) 23,248 D
Restricted Stock Units $0 02/12/2025 A 11,623 (10) (10) Common Stock 11,623 (10) 11,623 D
Explanation of Responses:
1. Represents settlement of a performance restricted stock unit ("PRSU") award previously reported in 2022. Each PRSU represented a contingent right to receive up to 2 shares of the Issuer's common stock.
2. Represents shares withheld to satisfy the tax obligations due upon vesting of the PRSUs described in footnote 1.
3. Represents settlement of 1/3 of a restricted stock unit ("RSUs") award previously reported in 2024. Each RSU represented a contingent right to receive one share of the Issuer's common stock.
4. Represents shares withheld to satisfy the tax obligations due upon vesting of the RSUs described in footnote 3.
5. Represents settlement of 1/3 of an RSU award previously reported in 2023. Each RSU represented a contingent right to receive one share of the Issuer's common stock.
6. Represents shares withheld to satisfy the tax obligations due upon vesting of the RSUs described in footnote 5.
7. Represents settlement of 1/3 of an RSU award previously reported in 2022. Each RSU represented a contingent right to receive one share of the Issuer's common stock.
8. Represents shares withheld to satisfy the tax obligations due upon vesting of the RSUs described in footnote 7.
9. Each PRSU represents a contingent right to receive up to 3 shares of the Issuer's common stock, subject to the achievement of certain adjusted EBITDA compound annual growth and adjusted earnings per share goals for the performance period ending on December 31, 2027 and a relative total shareholder return (TSR) modifier based on the Issuer's TSR in comparison to its peer group for that same period. The number of shares reported in column 7 will range from zero to 69,744 shares.
10. Each RSU represents a contingent right to receive one share of the Issuer's common stock. The grant will vest in 1/3 increments over the next three years.
Remarks:
/s/ John E. Capps as Attorney-in-Fact for Matthew Liebowitz 02/14/2025
** 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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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EXHIBIT 24.1 POWER OF ATTORNEY Know by all those present that the undersigned hereby constitutes and appoints Carey J. Dorman, John E. Capps and Caroline S. Lind as the undersigned’s true and lawful attorney-in-fact to: 1. execute for and on behalf of the undersigned, in the undersigned’s capacity as a reporting person of Element Solutions Inc (the “Company”), Forms 3, 4, and 5, and any other forms or reports the undersigned may be required to file in connection with the undersigned’s ownership, acquisition, or disposition of securities of the Company in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder; 2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, or other form or report, and timely file such form or report with the United States Securities and Exchange Commission and any stock exchange or similar authority; and 3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney- in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in the discretion of such attorney in fact. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 12th day of February, 2025. /s/ Matthew Liebowitz Matthew Liebowitz

 
EXHIBIT 24.1 POWER OF ATTORNEY Know by all those present that the undersigned hereby constitutes and appoints Carey J. Dorman, John E. Capps and Caroline S. Lind as the undersigned’s true and lawful attorney-in-fact to: 1. execute for and on behalf of the undersigned, in the undersigned’s capacity as a reporting person of Element Solutions Inc (the “Company”), Forms 3, 4, and 5, and any other forms or reports the undersigned may be required to file in connection with the undersigned’s ownership, acquisition, or disposition of securities of the Company in accordance with Section 16(a) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and the rules thereunder; 2. do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and execute any such Form 3, 4, or 5, or other form or report, and timely file such form or report with the United States Securities and Exchange Commission and any stock exchange or similar authority; and 3. take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney- in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersigned pursuant to this Power of Attorney shall be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in the discretion of such attorney in fact. The undersigned hereby grants to such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact’s substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorney-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned’s responsibilities to comply with Section 16 of the Exchange Act. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4 and 5 with respect to the undersigned’s holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 12th day of February, 2025. /s/ Matthew Liebowitz Matthew Liebowitz

 
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