This Amendment No. 7 to Schedule 13D (this Amendment No. 7) amends or amends and restates, where indicated, the statement on Schedule 13D relating to the Common Stock of AgroFresh Solutions, Inc. (the Issuer) filed by the Reporting Persons with the Securities and Exchange Commission (the Commission) on February 24, 2014 (the Initial Schedule 13D), as amended by the Amendment No. 1 to Schedule 13D filed by the Reporting Persons with the Commission on March 21, 2014, the Amendment No. 2 to Schedule 13D filed by the Reporting Persons with the Commission on August 24, 2015, Amendment No. 3 to Schedule 13D filed by the Reporting Persons with the Commission on April 6, 2017, Amendment No. 4 to Schedule 13D filed by the Reporting Persons with the Commission on April 11, 2017, Amendment No. 5 to Schedule 13D filed by the Reporting Persons with the Commission on December 29, 2017, and Amendment No. 6 to Schedule 13D filed by the Reporting Persons with the Commission on March 28, 2018. Capitalized terms used in this Amendment No. 7 but not otherwise defined herein have the meanings given to them in the Initial Schedule 13D.
Except as otherwise set forth herein, this Amendment No. 7 does not modify any of the information previously reported by the Reporting Persons in the Initial Schedule 13D, as amended.
Item 3.
Source and Amount of Funds or Other Consideration
Mr. Marc Lasry and Ms. Sonia Gardner acquired securities in connection with a distribution by Boulevard Acquisition Sponsor, LLC (Boulevard Acquisition Sponsor) to certain of its members for no consideration.
Item 4.
Purpose of Transaction
On April 4, 2018, Boulevard Acquisition Sponsor:
(i)
transferred 103,456 shares of Common Stock as gifts to certain non-profit organizations for no consideration;
(ii)
distributed 459,653 shares of Common Stock to certain members of Boulevard Acquisition Sponsor for no consideration; and
(iii)
sold 1,891,630 shares of Common Stock to an unaffiliated third-party purchaser in a private transaction for $7.25 per share.
Item 5.
Interest in Securities of the Issuer
The ownership information presented below represents beneficial ownership of Common Stock as of April 5, 2018, based upon 50,903,047 shares of Common Stock outstanding as of March 9, 2018, as reported in the Annual Report of the Issuer on Form 10-K that was filed with the Commission on March 22, 2018.
Reporting Person
|
|
Number of Shares Owned
|
|
Boulevard Acquisition Sponsor, LLC:
|
|
Beneficially Owned:
|
|
818,246
|
|
|
|
Percent of Class:
|
|
1.6
|
%
|
|
|
Sole Voting Power:
|
|
0
|
|
|
|
Shared Voting Power:
|
|
818,246
|
|
|
|
Sole Disposition Power:
|
|
0
|
|
|
|
Shared Disposition Power:
|
|
818,246
|
|
|
|
|
|
|
|
Marc Lasry:
|
|
Beneficially Owned:
|
|
918,246
|
|
|
|
Percent of Class:
|
|
1.8
|
%
|
|
|
Sole Voting Power:
|
|
100,000
|
|
|
|
Shared Voting Power:
|
|
818,246
|
|
|
|
Sole Disposition Power:
|
|
100,000
|
|
|
|
Shared Disposition Power:
|
|
818,246
|
|
|
|
|
|
|
|
Sonia E. Gardner:
|
|
Beneficially Owned:
|
|
838,246
|
|
|
|
Percent of Class:
|
|
1.6
|
%
|
|
|
Sole Voting Power:
|
|
20,000
|
|
|
|
Shared Voting Power:
|
|
818,246
|
|
|
|
Sole Disposition Power:
|
|
20,000
|
|
|
|
Shared Disposition Power:
|
|
818,246
|
|
5