Filing Details
- Accession Number:
- 0001104659-18-020981
- Form Type:
- 13D Filing
- Publication Date:
- 2018-03-28 16:44:06
- Filed By:
- Boulevard Acquisition Sponsor, Llc
- Company:
- Agrofresh Solutions Inc. (NASDAQ:AGFS)
- Filing Date:
- 2018-03-28
- SEC Url:
- 13D Filing
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Boulevard Acquisition Sponsor | 0 | 3,272,985 | 3,272,985 | 3,272,985 | (see Item 5(a)) 6.4% | |
| Marc Lasry | 0 | 3,272,985 | 3,272,985 | 3,272,985 | (see Item 5(a)) 6.4% | |
| Sonia E. Gardner | 0 | 3,272,985 | 3,272,985 | 3,272,985 | (see Item 5(a)) 6.4% |
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| UNITED STATES |
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| SECURITIES AND EXCHANGE COMMISSION |
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| Washington, D.C. 20549 |
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| SCHEDULE 13D/A |
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Under the Securities Exchange Act of 1934
(Amendment No. 6)*
AgroFresh Solutions, Inc.
(Name of Issuer)
COMMON STOCK, 0.0001 par value
(Title of Class of Securities)
00856G109
(CUSIP Number)
Eric Ross
c/o Boulevard Acquisition Sponsor, LLC
399 Park Avenue, 6th Floor
New York, New York 10022
(212) 878-3500
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
March 27, 2018
(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 Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box.o
* The remainder of this cover page shall be filled out for a reporting persons initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
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).
| CUSIP No. 00856G109 | SCHEDULE 13D | |||||
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| 1 | Name of Reporting Persons | ||||
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| 2 | Check the Appropriate Box if a Member of a Group | ||||
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| (a) | o | |||
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| (b) | x | |||
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| 3 | SEC Use Only | ||||
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| 4 | Source of Funds | ||||
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| 5 | Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Item 2(d) or 2(e) o | ||||
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| 6 | Citizenship or Place of Organization | ||||
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| Number of | 7 | Sole Voting Power | ||||
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| 8 | Shared Voting Power | |||||
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| 9 | Sole Dispositive Power | |||||
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| 10 | Shared Dispositive Power | |||||
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| 11 | Aggregate Amount Beneficially Owned by Each Person | ||||
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| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares o | ||||
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| 13 | Percent of Class Represented by Amount in Row (11) (see Item 5(a)) | ||||
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| 14 | Type of Reporting Person | ||||
2
| CUSIP No. 00856G109 | SCHEDULE 13D | |||||
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| 1 | Name of Reporting Persons | ||||
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| 2 | Check the Appropriate Box if a Member of a Group | ||||
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| (a) | o | |||
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| 3 | SEC Use Only | ||||
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| 4 | Source of Funds | ||||
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| 5 | Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Item 2(d) or 2(e) o | ||||
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| 6 | Citizenship or Place of Organization | ||||
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| Number of | 7 | Sole Voting Power | ||||
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| 8 | Shared Voting Power | |||||
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| 9 | Sole Dispositive Power | |||||
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| 10 | Shared Dispositive Power | |||||
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| 11 | Aggregate Amount Beneficially Owned by Each Person | ||||
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| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares o | ||||
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| 13 | Percent of Class Represented by Amount in Row (11) (see Item 5(a)) | ||||
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| 14 | Type of Reporting Person | ||||
3
| CUSIP No. 00856G109 | SCHEDULE 13D | |||||
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| 1 | Name of Reporting Persons | ||||
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| 2 | Check the Appropriate Box if a Member of a Group | ||||
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| (a) | o | |||
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| 3 | SEC Use Only | ||||
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| 4 | Source of Funds | ||||
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| 5 | Check Box if Disclosure of Legal Proceeding Is Required Pursuant to Item 2(d) or 2(e) o | ||||
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| 6 | Citizenship or Place of Organization | ||||
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| Number of | 7 | Sole Voting Power | ||||
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| 8 | Shared Voting Power | |||||
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| 9 | Sole Dispositive Power | |||||
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| 10 | Shared Dispositive Power | |||||
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| 11 | Aggregate Amount Beneficially Owned by Each Person | ||||
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| 12 | Check if the Aggregate Amount in Row (11) Excludes Certain Shares o | ||||
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| 13 | Percent of Class Represented by Amount in Row (11) (see Item 5(a)) | ||||
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| 14 | Type of Reporting Person | ||||
4
This Amendment No. 6 to Schedule 13D (this Amendment No. 6) amends or amends and restates, where indicated, the statement on Schedule 13D relating to the Common Stock of the Issuer filed by the Reporting Persons with the Securities and Exchange Commission (the Commission) on February 24, 2014 (the Initial Schedule 13D), as amended by the Amendment No. 1 to Schedule 13D filed by the Reporting Persons with the Commission on March 21, 2014, the Amendment No. 2 to Schedule 13D filed by the Reporting Persons with the Commission on August 24, 2015, Amendment No. 3 to Schedule 13D filed by the Reporting Persons with the Commission on April 6, 2017, Amendment No. 4 to Schedule 13D filed by the Reporting Persons with the Commission on April 11, 2017 and Amendment No. 5 to Schedule 13D filed by the Reporting Persons with the Commission on December 29, 2017. Capitalized terms used in this Amendment No. 6 but not otherwise defined herein have the meanings given to them in the Initial Schedule 13D.
Except as otherwise set forth herein, this Amendment No. 6 does not modify any of the information previously reported by the Reporting Persons in the Initial Schedule 13D, as amended.
Item 3. Source and Amount of Funds or Other Consideration
The Reporting Persons did not acquire securities pursuant to the transaction that required the filing of this Amendment No. 6.
Item 4. Purpose of Transaction
On March 27, 2018, Boulevard Acquisition Sponsor, LLC transferred warrants to purchase an aggregate of 2,527,743 shares of Common Stock in private transactions for no consideration for estate planning purposes.
Item 5. Interest in Securities of the Issuer
The ownership information presented below represents beneficial ownership of Common Stock as of March 27, 2018, based upon 50,903,047 shares of Common Stock outstanding as of March 9, 2018, as reported in the Annual Report of the Issuer on Form 10-K that was filed with the Securities and Exchange Commission on March 22, 2018.
| Reporting Person |
| Number of Shares Owned |
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| Boulevard Acquisition Sponsor, LLC: |
| Beneficially Owned: |
| 3,272,985 |
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| Percent of Class: |
| 6.4 | % |
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| Sole Voting Power: |
| 0 |
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| Shared Voting Power: |
| 3,272,985 |
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| Sole Disposition Power: |
| 0 |
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| Shared Disposition Power: |
| 3,272,985 |
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| Marc Lasry: |
| Beneficially Owned: |
| 3,272,985 |
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| Percent of Class: |
| 6.4 | % |
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| Sole Voting Power: |
| 0 |
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| Shared Voting Power: |
| 3,272,985 |
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| Sole Disposition Power: |
| 0 |
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| Shared Disposition Power: |
| 3,272,985 |
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| Sonia E. Gardner: |
| Beneficially Owned: |
| 3,272,985 |
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| Percent of Class: |
| 6.4 | % |
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| Sole Voting Power: |
| 0 |
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| Shared Voting Power: |
| 3,272,985 |
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| Sole Disposition Power: |
| 0 |
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| Shared Disposition Power: |
| 3,272,985 |
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5
SIGNATURES
After reasonable inquiry and to the best of his or its knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
| Date: | March 28, 2018 |
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| BOULEVARD ACQUISITION SPONSOR, LLC |
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| By: | /s/ Marc Lasry* |
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| Name: | Marc Lasry |
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| Its: | Managing Member |
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| /s/ Marc Lasry* |
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| Marc Lasry |
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| /s/ Sonia E. Gardner* |
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| Sonia E. Gardner |
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| * By: | /s/ Alan I. Annex |
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| Name: | Alan I. Annex |
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| Attorney-in-Fact |
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6