SCHEDULE 13D
This Amendment No. 6 to Schedule 13D (Amendment No. 6) amends and supplements the Schedule 13D filed by 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, and as amended by Amendment No. 5 to Schedule 13D (Amendment No. 5) filed by the Reporting Persons on July 6, 2018, relating to the Common Stock of the
Issuer (as so amended through Amendment No. 5, the Schedule 13D). Unless otherwise indicated, all capitalized terms in this Amendment No. 6 have the meanings set forth in the Schedule 13D. This Amendment No. 6 amends and
supplements the Schedule 13D to include the information set forth below. Except as specifically provided herein, this Amendment No. 6 does not modify any of the information previously reported in the Schedule 13D.
Item 2. Identity and Background
Item 2 of the Schedule 13D is hereby amended by deleting the first paragraph and replacing it in its entirety with the following:
This Schedule 13D is being filed by (i) DowDupont Inc. (DowDuPont), a Delaware corporation, with a
co-principal
business and office address of c/o The Dow Chemical Company, 2211 H.H. Dow Way, Midland, MI 48674 and c/o E.I. du Pont de Nemours and Company, 974 Centre Road, Wilmington, DE 19805 and (ii) Dow, a
Delaware corporation with a principal business and office address of 2211 H.H. Dow Way, Midland, MI 48674, (each of Dow and DowDuPont, a Reporting Person and, collectively, the Reporting Persons).
Item 3. Source and Amount of Funds or Other Consideration
Item 3 of the Schedule 13D is hereby amended and supplemented by adding the following paragraph.
Since the filing of Amendment No. 5 to Schedule 13D, Dow has acquired an aggregate of 631,164 additional shares of Common Stock for an
aggregate purchase price of $4,133,831.37. The source of the funds to make such purchases came from Dows working capital.
Item 5. Interest
in Securities of the Issuer
(a) As of the date hereof, the Reporting Persons beneficially own 19,099,774 shares
of Common Stock, representing 37.83% of the Issuers 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 22,099,774 shares of Common Stock, representing 41.32% of the Issuers outstanding Common Stock. The
percentage set forth in this Item 5 is based on 50,486,962 outstanding shares of Common Stock of AgroFresh Solutions, Inc. as of August 2, 2018, as disclosed in the Issuers Quarterly Report on Form
10-Q
for the quarter ended June 30, 2018 filed with the Securities and Exchange Commission on August 15, 2018. To the best of the Reporting Persons 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 22,099,774 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 631,164 shares of the Issuers
Common Stock through acquisitions made between July 3, 2018 and August 31, 2018 on the open market on account of R&H at prices ranging from $5.38 per share to $7.00 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 Issuers 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. 6, 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.