SCHEDULE 13D
This Amendment No. 9 to Schedule 13D (“Amendment No. 9”) amends and supplements the Schedule 13D filed by The Dow Chemical
Company (“Dow”) on August 10, 2015, as amended by Amendment No. 1 to Schedule 13D (“Amendment No. 1”) filed by Dow on May 12, 2016, as amended by Amendment No. 2 to Schedule 13D (“Amendment
No. 2”) filed by Dow on April 12, 2017, as amended by Amendment No. 3 to Schedule 13D (“Amendment No. 3”) filed by the Reporting Persons on September 8, 2017, as amended by Amendment No. 4 to Schedule 13D
(“Amendment No. 4”) filed by the Reporting Persons on May 3, 2018, as amended by Amendment No. 5 to Schedule 13D (“Amendment No. 5”) filed by the Reporting Persons on July 6, 2018, as amended by Amendment
No. 6 to Schedule 13D (“Amendment No. 6”) filed by the Reporting Persons on September 4, 2018, as amended by Amendment No. 7 to Schedule 13D (“Amendment No. 7”) filed by the Reporting Persons on
September 25, 2018, and as amended by Amendment No. 8 to Schedule 13D (“Amendment No. 8”) filed by the Reporting Persons on October 17, 2018, relating to the Common Stock of the Issuer (as so amended through Amendment
No. 8, the “Schedule 13D”). Unless otherwise indicated, all capitalized terms in this Amendment No. 9 have the meanings set forth in the Schedule 13D. This Amendment No. 9 amends and supplements the Schedule 13D to include
the information set forth below. Except as specifically provided herein, this Amendment No. 9 does not modify any of the information previously reported in the Schedule 13D.
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Item 2.
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Identity and Background
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Appendix A referred to in Item 2 of the Schedule 13D is hereby amended and restated in its entirety as set forth on the revised Appendix A
attached hereto and incorporated herein by reference.
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Item 3.
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Source and Amount of Funds or Other Consideration
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Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following paragraph.
Since the filing of Amendment No. 8 to Schedule 13D, Dow has acquired an aggregate of 578,317 additional shares of Common Stock for an
aggregate purchase price of $3,276,963.61. The source of the funds to make such purchases came from Dow’s working capital.
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Item 5.
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Interest in Securities of the Issuer
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(a) As of the date hereof, the Reporting Persons beneficially own 20,832,630 shares of Common Stock, representing 41.30%
of the Issuer’s outstanding Common Stock, and 3,000,000 warrants to purchase Common Stock, each to purchase one share of Common Stock. If the Reporting Persons were to exercise its warrants to purchase Common Stock and no other person exercised
warrants to purchase Common Stock held by that person, the Reporting Persons would beneficially own 23,832,630 shares of Common Stock, representing 44.6% of the Issuer’s outstanding Common Stock. The percentage set forth in this Item 5 is based
on 50,439,210 outstanding shares of Common Stock of AgroFresh Solutions, Inc. as of November 5, 2018, as disclosed in the Issuer’s Quarterly Report on Form
10-Q
for the quarter ended September 30,
2018 filed with the Securities and Exchange Commission on November 7, 2018. To the best of the Reporting Person’s knowledge, none of the persons whose names are listed on Appendix A beneficially owns any shares of Common Stock.
The Reporting Persons each have indirect beneficial ownership of the 23,832,630 shares of Common Stock, which Common Stock is directly owned
by Rohm & Haas Company, a wholly owned subsidiary of Dow (“R&H”).
(c) During the past 60
days, the Reporting Persons acquired beneficial ownership of 1,406,048 shares of the Issuer’s Common Stock through acquisitions made between September 14, 2018 and November 12, 2018 on the open market on account of R&H at prices
ranging from $4.90 per share to $6.87 per share (exclusive of any fees, commissions or other expenses). Upon request, the Reporting Persons hereby undertake to provide to the Issuer, any stockholder of the Issuer or the Staff of the SEC, full
information regarding the number of shares of the Issuer’s Common Stock purchased and the prices of each trade within the ranges set forth in this Item 5(c).
Except as described in this Amendment No. 9, none of the Reporting Persons has effected any transaction in shares of Common Stock of the
Issuer during the past 60 days. To the knowledge of the Reporting Persons, there have been no transactions by any of the Scheduled Persons in shares of Common Stock during the past 60 days.