Amended Statement of Changes in Beneficial Ownership (4/a)
November 23 2021 - 04:24PM
Edgar (US Regulatory)
FORM 4
[ ]
Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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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
*
Cornwall Stephen |
2. Issuer Name and Ticker or Trading Symbol
Perimeter Solutions, SA
[
PRM
]
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) Chief Commercial Officer |
(Last)
(First)
(Middle)
C/O PERIMETER SOLUTIONS, SA, 12E RUE GUILLAUME KROLL |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/9/2021 |
(Street)
LUXEMBOURG, N4 L-1882
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
11/10/2021 |
6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ 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 | 11/9/2021 | | P(1) | | 42087 | A | $10.00 | 42087 (2) | D | |
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 |
Explanation of Responses: |
(1) | In connection with the consummation of the transactions contemplated by that certain Business Combination Agreement, dated as of June 15, 2021, by and among EverArc, Perimeter Solutions, SA, SK Invictus Holdings S.a r.l., SK Invictus Intermediate S.a r.l., and EverArc (BVI) Merger Sub Limited (the "Business Combination"), the Reporting Person purchased 42,087 ordinary shares from the Issuer for $10.00 per share. |
(2) | On November 10, 2021, the Reporting Person timely filed a Form 4 which inadvertently reported that the Reporting Person received 4,400 ordinary shares of the Issuer in exchange for 4,400 ordinary shares of Everarc Holdings Limited in connection with the Business Combination. This transaction was reported in error and did not occur. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Cornwall Stephen C/O PERIMETER SOLUTIONS, SA 12E RUE GUILLAUME KROLL LUXEMBOURG, N4 L-1882 |
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| Chief Commercial Officer |
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Signatures
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/s/ Noriko Yokozuka, as Attorney-in-Fact | | 11/23/2021 |
**Signature of Reporting Person | Date |
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