SEC FORM 4

SEC FORM 4 SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

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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Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

1. Name and Address of Reporting Person^*

Lewis Clinton A. Jr.

(Last)

(First)

(Middle)

ONE WASHINGTON SQUARE

510-530 WALNUT STREET, SUITE 1350

(Street)

PHILADELPHIA

19106

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
AgroFresh Solutions, Inc. [ AGFS ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
CEO

3. Date of Earliest Transaction (Month/Day/Year)
12/29/2022

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	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. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	3. Transaction 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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	12/29/2022		F		69,761⁽¹⁾	D	$2.96	338,969⁽²⁾	D
Common Stock	12/29/2022		F		60,092⁽¹⁾	D	$2.96	249,770⁽³⁾	D
Common Stock	12/29/2022		F		61,776⁽¹⁾	D	$2.96	256,759⁽⁴⁾	D
Common Stock	12/29/2022		M		181,751⁽¹⁾	A	$2.07	235,201	D
Common Stock	12/29/2022		F		151,652⁽¹⁾	D	$2.95	83,549	D

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	4. Transaction 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 (Month/Day/Year)		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: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Derivative Security (Instr. 3)	2. Conversion or Exercise Price of Derivative Security	3. Transaction Date (Month/Day/Year)	3A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right to buy)	$2.07	12/29/2022		M			181,751	⁽⁵⁾	05/10/2031	Common Stock	181,751	$0.00	363,503	D

Explanation of Responses:

1. On December 29, 2022, in order to mitigate or eliminate the amount of excise tax that might be payable by the Reporting Person in certain circumstances pursuant to Sections 280G and 4999 of the Internal Revenue Code of 1986, as amended, the Board of Directors of the Issuer approved accelerated vesting of the Reporting Person's equity awards that were otherwise scheduled to vest in April and May of 2023, including service-based restricted stock units ("RSUs") with all such RSU accelerations occurring on December 29, 2022.

2. The Reporting Person was granted 408,730 restricted shares in 2022, originally vesting in three equal annual installments beginning on April 1, 2023. 69,761 shares were forfeited effective December 29, 2022 in satisfaction of taxes payable upon accelerated vesting of the installment originally scheduled to vest on April 1, 2023.

3. The Reporting Person was granted 352,444 restricted shares in 2021, originally vesting in three equal annual installments beginning on March 31, 2022. 60,092 shares were forfeited effective December 29, 2022 in satisfaction of taxes payable upon accelerated vesting of the installment originally scheduled to vest on March 31, 2023, and certain of these shares were previously forfeited in satisfaction of taxes payable upon vesting. Shares reported in this row are in addition to shares reported in row 5, which are not subject to restrictions.

4. The Reporting Person was granted 362,319 restricted shares in 2021, originally vesting in three equal annual installments beginning on May 10, 2022. 61,776 shares were forfeited effective December 29, 2022 in satisfaction of taxes payable upon accelerated vesting of the installment originally scheduled to vest on May 10, 2023, and certain of these shares were previously forfeited in satisfaction of taxes payable upon vesting. Shares reported in this row are in addition to shares reported in row 5, which are not subject to restrictions.

5. This stock option vests in three equal installments beginning on May 10, 2022.

Remarks:

	/s/ Jason Simon, Attorney in Fact	01/03/2023
	** Signature of Reporting Person	Date
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).
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