SCHEDULE 13D
This Amendment No. 10 to Schedule 13D (Amendment No. 10) 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, as amended by Amendment No. 8 to Schedule 13D (Amendment No. 8) filed by the Reporting Persons on October 17, 2018, and as amended by
Amendment No. 9 to Schedule 13D (Amendment No. 9) filed by the Reporting Persons on November 13, 2018, relating to the Common Stock of the Issuer (as so amended through Amendment No. 9, the
Schedule 13D). Unless otherwise indicated, all capitalized terms in this Amendment No. 10 have the meanings set forth in the Schedule 13D. This Amendment No. 10 amends and supplements the Schedule 13D to include
the information set forth below. Except as specifically provided herein, this Amendment No. 10 does not modify any of the information previously reported in the Schedule 13D.
Item 2. Identity and Background
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.
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. 9 to Schedule 13D, Dow has acquired an aggregate of 168,521 additional shares of Common Stock for an
aggregate purchase price of $831,697.77. 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 21,001,151 shares of
Common Stock, representing 41.64% 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 24,001,151 shares of Common Stock, representing 44.91% of the Issuers 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 Issuers 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 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 24,001,151 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 201,631 shares of the Issuers
Common Stock through acquisitions made between November 11, 2018 and January 9, 2019 on the open market on account of R&H at prices ranging from $4.62 per share to $5.43 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).