Amendment: SEC Form SCHEDULE 13D/A filed by APi Group Corporation
$APG
Engineering & Construction
Consumer Discretionary
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 12)
|
Element Solutions Inc (Name of Issuer) |
Common Stock, par value $0.01 per share (Title of Class of Securities) |
28618M106 (CUSIP Number) |
Sir Martin E. Franklin
c/o Mariposa Capital, LLC, 500 South Pointe Drive, Suite 240
Miami Beach, FL, 33139
(786) 482-6333
c/o Mariposa Capital, LLC, 500 South Pointe Drive, Suite 240
Miami Beach, FL, 33139
(786) 482-6333
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
03/23/2026
(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
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| CUSIP Number(s): | 28618M106 |
| 1 |
Name of reporting person
Martin E. Franklin | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED KINGDOM
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
11,282,983.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
4.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP Number(s): | 28618M106 |
| 1 |
Name of reporting person
Martin E. Franklin Revocable Trust | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
FLORIDA
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
8,603,806.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.5 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP Number(s): | 28618M106 |
| 1 |
Name of reporting person
MEF Holdings, LLLP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
7,699,912.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
3.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP Number(s): | 28618M106 |
| 1 |
Name of reporting person
MEF Holdings II, LLLP | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,784,500.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
PN |
SCHEDULE 13D
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| CUSIP Number(s): | 28618M106 |
| 1 |
Name of reporting person
Ian G.H. Ashken | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,674,285.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.7 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
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| CUSIP Number(s): | 28618M106 |
| 1 |
Name of reporting person
Tasburgh, LLC | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
CONNECTICUT
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
1,353,995.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.6 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
OO |
SCHEDULE 13D
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| CUSIP Number(s): | 28618M106 |
| 1 |
Name of reporting person
Nancy and Ian Ashken Investment Trust LLLP (f/k/a IGHA Holdings, LLLP) | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
DELAWARE
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
306,880.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
0.1 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Common Stock, par value $0.01 per share | |
| (b) | Name of Issuer:
Element Solutions Inc | |
| (c) | Address of Issuer's Principal Executive Offices:
500 South Pointe Drive, Suite 200, Miami Beach,
FLORIDA
, 33139. | |
Item 1 Comment:
This Amendment No. 12 (this "Amendment") amends the Statement on Schedule 13D filed with the U.S. Securities and Exchange Commission ("SEC") on January 27, 2014 (as amended by Amendment No. 1 filed on March 14, 2014, Amendment No. 2 filed on October 7, 2014, Amendment No. 3 filed on January 2, 2015, Amendment No. 4 filed on March 20, 2015, Amendment No. 5 filed on September 16, 2016, Amendment No. 6 filed on December 19, 2017, Amendment No. 7 filed on May 3, 2018, Amendment No. 8 filed on November 21, 2018, Amendment No. 9 filed on November 8, 2019, Amendment No. 10 filed on February 28, 2020 and Amendment No. 11 filed on June 30, 2020 the "Statement"), with respect to the common stock, par value $0.01 per share (the "Common Stock"), of Element Solutions Inc, a Delaware corporation (the "Issuer"). The principal executive offices of the Issuer are located at 500 South Pointe Drive, Suite 200, Miami Beach, Florida. Unless specifically amended hereby, the disclosure set forth in the Statement shall remain unchanged. Capitalized terms used but not otherwise defined in this Amendment shall have the meanings set forth in the Statement. This Amendment also constitutes an "exit filing" for the Reporting Persons (as defined below). | ||
| Item 4. | Purpose of Transaction | |
Item 4 of the Statement is hereby amended by the addition of the following:
On March 23, 2026, the Proxy Agreement dated February 27, 2020 was terminated, effective immediately (the "Termination"). Pursuant to the Proxy Agreement, Franklin had the power to vote the Tasburgh shares of Common Stock during the proxy term. As a result of the termination of the Proxy Agreement, Franklin no longer has beneficial ownership of the shares of Common Stock owned by Tasburgh.
In 2022, the Proxy Agreement given by Powder Horn Hill Partners II, LLC terminated by its terms, and as such, the Lillie Reporting Persons ceased to be Reporting Persons. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Paragraphs (a) of Item 5 of the Statement are hereby amended and restated in their entirety as follows:
As of the date hereof, Franklin beneficially owns and has shared power to vote, or to direct the vote, and shared power to dispose, or to direct the disposition of, 11,282,983 shares of Common Stock controlled or held, directly or indirectly, by one or more of the Franklin Reporting Persons. Each of the Franklin Trust, MEF Holdings and MEF Holdings II has shared power to vote, or to direct the vote, and shared power to dispose, or to direct the disposition of, an aggregate of 8,603,806, 7,699,912 and 1,784,500 shares of Common Stock, respectively. The shares beneficially owned by Franklin consist of (i) 1,784,500 shares held directly by MEF Holdings II, (ii) 2,848,971 shares of Common Stock held by RSMA LLC (all of which are deemed to be beneficially owned by Franklin and 569,794 of which are held directly by the Franklin Trust), (iii) 5,915,412 shares of Common Stock held directly by MEF Holdings, (iv) 400,000 shares of Common Stock held directly by the Sir Martin E. Franklin Family Trust, and (v) 334,100 shares of Common Stock held directly by the Franklin Trust. In the aggregate, such 11,282,983, 8,603,806, 7,699,912 and 1,784,500 shares of Common Stock represent approximately 4.6%, 3.5%, 3.2% and 0.7%, respectively, of all outstanding shares of Common Stock (calculated based on 243,578,414 shares of Common Stock outstanding on February 12, 2026 (as reported in the Issuer's Annual Report on Form 10-K filed on February 18, 2026)).
As of the date hereof, Ashken may be deemed to beneficially own and has shared power to vote, or to direct the vote, and shared power to dispose, or to direct the disposition of, 1,674,285 shares of Common Stock. The shares beneficially owned by Ashken consist of (i) 306,880 shares of Common Stock held directly by the Nancy and Ian Ashken Investment Trust LLLP (ii) 1,353,995 shares of Common Stock held directly by Tasburgh and (iii) 13,410 shares of Common Stock held directly by a second family trust. In the aggregate, such 1,674,285 shares of Common Stock represent approximately 0.7% of all outstanding shares of Common Stock. | |
| (b) | See Item 5(a). | |
| (c) | Paragraph (c) of Item 5 of the Statement is hereby amended by adding the following:
Except as otherwise described herein, no other transactions were effected by the Reporting Persons in the past 60 days. | |
| (e) | Paragraph (e) of Item 5 of the Statement is hereby amended and restated in its entirety as follows:
As of the date hereof, the Reporting Persons ceased to be beneficial owners of more than five percent of the Issuer's Common Stock outstanding. The filing of this Amendment constitutes an exit filing for the Reporting Persons. | |
| Item 6. | Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer | |
The information regarding the Termination under Item 4 is incorporated herein by reference. | ||
| Item 7. | Material to be Filed as Exhibits. | |
Exhibit A - Joint Filing Agreement among the Reporting Persons, dated March 23, 2026.
Exhibit B - Notice of Termination, dated March 23, 2026. | ||
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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