Statement of Changes in Beneficial Ownership (4)
May 10 2022 - 6:57PM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
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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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1. Name and Address of Reporting Person
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WindAcre Partnership Master Fund, LP |
2. Issuer Name and Ticker or Trading Symbol
Perimeter Solutions, SA
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PRM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director __X__ 10% Owner _____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
2200 POST OAK BLVD., SUITE 1580 |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/6/2022 |
(Street)
HOUSTON, TX 77056
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Ordinary shares | 5/9/2022 | | P | | 1600000 | A | $8.65 | 21600000 | D (2) | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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1. Title of Derivate Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Trans. Date | 3A. Deemed Execution Date, if any | 4. Trans. 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 | 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 of Derivative Security: 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 |
Total Return Swap (1) | (1) | 5/6/2022 | | P/K | | 28600 | | (1) | (1) | Ordinary shares | 28600 | $8.38 | 250000 | D (2) | |
Total Return Swap (1) | (1) | 5/9/2022 | | P/K | | 4600 | | (1) | (1) | Ordinary shares | 4600 | $8.34 | 254600 | D (2) | |
Explanation of Responses: |
(1) | The WindAcre Partnership Master Fund, LP (the "Master Fund") has entered into certain cash-settled total return swap agreements (the "Swap Agreements"), which represent economic exposure to an aggregate of 254,600 notional shares of PRM ordinary shares. The Swap Agreements provide the Master Fund with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the securities that are referenced by the Swap Agreements (the "Subject Shares"). Additionally, under the Swap Agreements, the Master Fund will pay the counterparty interest on the purchase price notional share value, at a rate tied to a market index. |
(2) | The securities are owned directly by the Master Fund and may be deemed to be indirectly beneficially owned by (i) The WindAcre Partnership LLC, the investment adviser to the Master Fund, (ii) The WindAcre General Partner LP and The WAPGP LLC, the general partners of the Master Fund, and (iii) Snehal Amin, the managing member of The WindAcre Partnership LLC and The WAPGP LLC. |
Remarks: Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4, including the Subject Shares, except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
WindAcre Partnership Master Fund, LP 2200 POST OAK BLVD. SUITE 1580 HOUSTON, TX 77056 |
| X |
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WINDACRE PARTNERSHIP LLC 2200 POST OAK BOULEVARD SUITE 1580 HOUSTON, TX 77056 |
| X |
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WindAcre General Partner LP 2200 POST OAK BLVD. SUITE 1580 HOUSTON, TX 77056 |
| X |
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WAPGP LLC 2200 POST OAK BLVD. SUITE 1580 HOUSTON, TX 77056 |
| X |
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Amin Snehal 2200 POST OAK BLVD. SUITE 1580 HOU, TX 77056 |
| X |
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Signatures
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The WindAcre Partnership Master Fund, LP, By: The WAP GP LLC, its General Partner, By: /s/ Snehal Amin, Managing Member | | 5/10/2022 |
**Signature of Reporting Person | Date |
The WindAcre Partnership LLC, By: /s/ Snehal Amin, Managing Member | | 5/10/2022 |
**Signature of Reporting Person | Date |
The WindAcre General Partner LP, By: The WAP GP LLC, its General Partner, By: /s/ Snehal Amin, Managing Member | | 5/10/2022 |
**Signature of Reporting Person | Date |
The WAP GP LLC, By: /s/ Snehal Amin, Managing Member | | 5/10/2022 |
**Signature of Reporting Person | Date |
/s/ Snehal Amin, Snehal Amin | | 5/10/2022 |
**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). |
Note: | File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. |
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number. |
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