Statement of Changes in Beneficial Ownership (4)
May 10 2022 - 06:57PM
Edgar (US Regulatory)
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FORM 4
[ ] 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
Estimated average burden
hours per response... 0.5 |
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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 * WindAcre Partnership
Master Fund, LP |
2. Issuer Name and Ticker or Trading
Symbol Perimeter Solutions, SA [ PRM ] |
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
_ X _ Form filed by More than One Reporting
Person |
Table I - Non-Derivative Securities Acquired, Disposed of, or
Beneficially Owned
|
1.Title of Security
(Instr. 3) |
2. Trans. Date |
2A. Deemed Execution Date, if any |
3. Trans. Code
(Instr. 8) |
4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) |
5. Amount of Securities Beneficially Owned Following
Reported Transaction(s)
(Instr. 3 and 4) |
6. Ownership Form: Direct (D) or Indirect (I)
(Instr. 4) |
7. Nature of Indirect Beneficial Ownership (Instr.
4) |
|
Code |
V |
Amount |
(A) or (D) |
Price |
|
Ordinary shares |
5/9/2022 |
|
P |
|
1600000 |
A |
$8.65 |
21600000 |
D (2) |
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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 |
|
|
WINDACRE PARTNERSHIP LLC
2200 POST OAK BOULEVARD
SUITE 1580
HOUSTON, TX 77056 |
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X |
|
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WindAcre General Partner LP
2200 POST OAK BLVD.
SUITE 1580
HOUSTON, TX 77056 |
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X |
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WAPGP LLC
2200 POST OAK BLVD.
SUITE 1580
HOUSTON, TX 77056 |
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X |
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Amin Snehal
2200 POST OAK BLVD.
SUITE 1580
HOU, TX 77056 |
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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 |
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5/10/2022 |
| **Signature of
Reporting Person |
Date |
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The WindAcre Partnership LLC, By: /s/ Snehal
Amin, Managing Member |
|
5/10/2022 |
| **Signature of
Reporting Person |
Date |
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The WindAcre General Partner LP, By: The WAP GP
LLC, its General Partner, By: /s/ Snehal Amin, Managing
Member |
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5/10/2022 |
| **Signature of
Reporting Person |
Date |
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The WAP GP LLC, By: /s/ Snehal Amin, Managing
Member |
|
5/10/2022 |
| **Signature of
Reporting Person |
Date |
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/s/ Snehal Amin, Snehal Amin |
|
5/10/2022 |
| **Signature of
Reporting Person |
Date |
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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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