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Filing Details

Accession Number:: 0001104659-22-090080
Form Type:: 4
Zero Holdings:: No
Publication Time:: 2022-08-12 16:18:02
Reporting Period:: 2022-08-10

Accepted Time:: 2022-08-12 16:18:02
SEC Url:: Form 4 Filing

Issuer

Cik	Name	Symbol	Sector (SIC)	IRS No
81362	Quaker Chemical Corp	KWR	Miscellaneous Products Of Petroleum & Coal (2990)	230993790

Insiders

Cik	Name	Reported Address	Insider Title	Director	Officer	Large Shareholder	Other
1783455	Tarsasag Felelossegu Korlatolt Holding Hungary Gulf	Bah Center, 2 Furj Street Budapest K5 1124		No	No	Yes	No

Reported Non-Derivative Transactions

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Sec. Name	Acquisiton - Disposition	Date	Amount	Price	Remaning Holdings	Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
Common Stock	Acquisiton	2022-08-10	50,000	$184.27	3,992,377	No	4	P	Indirect	By QH Hungary Holdings Limited

Equity Swap Involved	Form Type	Code	Nature of Ownership	Explanation
No	4	P	Indirect	By QH Hungary Holdings Limited

Reported Derivative Transactions

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Sec. Name	Sec. Type	Acquisiton - Disposition	Date	Amount	Price	Amount - 2	Price - 2
Common Stock	Variable Prepaid Forward Sale Contract	Acquisiton	2022-08-10	105,002	$0.00	105,002	$0.00
Common Stock	Variable Prepaid Forward Sale Contract	Acquisiton	2022-08-10	60,000	$0.00	60,000	$0.00
Common Stock	Variable Prepaid Forward Sale Contract	Acquisiton	2022-08-10	19,732	$0.00	19,732	$0.00
Common Stock	Variable Prepaid Forward Sale Contract	Acquisiton	2022-08-10	140,000	$0.00	140,000	$0.00
Common Stock	Variable Prepaid Forward Sale Contract	Acquisiton	2022-08-10	10,296	$0.00	10,296	$0.00
Common Stock	Variable Prepaid Forward Sale Contract	Acquisiton	2022-08-10	105,002	$0.00	105,002	$0.00
Common Stock	Variable Prepaid Forward Sale Contract	Acquisiton	2022-08-10	8,580	$0.00	8,580	$0.00

Remaning Holdings	Equity Swap Involved	Transaction Form Type	Transaction Code	Nature of Ownership
105,002	Yes	4	J	Indirect
60,000	Yes	4	J	Indirect
19,732	Yes	4	J	Indirect
140,000	Yes	4	J	Indirect
10,296	Yes	4	J	Indirect
105,002	Yes	4	J	Indirect
8,580	Yes	4	J	Indirect

Footnotes

On August 10, 2022, QH Hungary Holdings Limited, a wholly owned subsidiary of the reporting person ("QH Hungary"), amended five existing and previously reported variable prepaid forward sale contracts ("VPFs") with Citibank, N.A. ("Citibank"). See Footnotes 2, 3, 4, 5 and 6 and Remarks for details of the amended transactions.
The (a) first of the amended VPFs with Citibank originally entered into on May 26, 2020, as amended and restated on March 9, 2021, as further amended and restated on November 24, 2021 and as further amended and restated on August 10, 2022 covering a maximum aggregate amount of 105,002 shares ("Citi VPF No. 2") is divided into one tranche ("Tranche 1" (which was not amended on August 10, 2022)) of 50 components for 87,500 shares and a second tranche ("Tranche 2") of 50 components for 17,502 shares (each a "Component"), (b) second of the amended VPFs with Citibank originally entered into on August 27, 2020 and as amended and restated on August 10, 2022 covering a maximum aggregate amount of 60,000 shares ("Citi VPF No. 3") is divided into 50 Components and (c) third of the amended VPFs with Citibank originally entered into on March 9, 2021 and as amended and restated on August 10, 2022 covering a maximum aggregate amount of 19,732 shares ("Citi VPF No. 5") is divided into 50 Components.
The (a) fourth of the amended VPFs with Citibank originally entered into with JPMorgan Chase Bank, National Association ("JPMorgan") on August 27, 2020 and as amended and restated and novated to Citibank on August 10, 2022 covering a maximum aggregate amount of 140,000 shares ("Citi VPF No. 6") is divided into 50 Components and (b) fifth of the amended VPFs with Citibank originally entered into with JPMorgan on March 9, 2021 and as amended and restated and novated to Citibank on August 10, 2022 covering a maximum aggregate amount of 10,296 shares ("Citi VPF No. 7") is divided into 50 Components.
For each Component, QH Hungary is obligated to deliver, on the settlement date (the "Settlement Date") determined based on the specified scheduled valuation date within the periods from March 24, 2023 to June 5, 2023 for Tranche 1 of Citi VPF No. 2 and May 28, 2024 to August 8, 2024 for each of Tranche 2 of Citi VPF No. 2, Citi VPF No. 3, Citi VPF No. 5, Citi VPF No. 6 and Citi VPF No. 7 (as applicable) either, at QH Hungary's option: (continued in Footnote 5)
(a) (1) up to 1,750 Shares (Tranche 1) and up to 350 Shares (or 351 Shares for two of such Settlement Dates) (Tranche 2) of Citi VPF No. 2, (b) up to 1,200 Shares for Citi VPF No. 3, (c) up to 395 Shares (or 394 Shares for the last 18 Settlement Dates) for Citi VPF No. 5, (D) up to 2,800 Shares for Citi VPF No. 6 and (e) up to 205 Shares (or 206 Shares for the 21st through 30th Settlement Dates or 207 Shares for the last 18 Settlement Dates) for Citi VPF No. 7, to Citibank (such Share number, "Subject Number") based on the average market price of the Shares determined as described below in Remarks or (ii) an amount of cash equivalent to the value of such Shares.
In exchange for amending (a) Citi VPF No. 2, QH Hungary paid $355,091.19 to Citibank, (b) Citi VPF No. 3, QH Hungary paid $621,125.31 to Citibank, (c) Citi VPF No. 5, QH Hungary paid $400,334.77 to Citibank, (d) Citi VPF No. 6, QH Hungary paid $1,449,292.39 to Citibank, and (e) Citi VPF No. 7, QH Hungary paid $208,891.48 to Citibank.
On August 10, 2022, QH Hungary amended two existing and previously reported VPFs with Royal Bank of Canada ("RBC"). See Footnotes 8, 9 and 10 and Remarks for details of the amended transactions.
The (a) first of the amended VPFs with RBC originally entered into on May 26, 2020, as amended and restated on March 9, 2021, as further amended and restated on November 24, 2021 and as further amended and restated on August 10, 2022 covering a maximum aggregate amount of 105,002 shares ("RBC VPF No. 1") is divided into one tranche ("Tranche 1" (which was not amended on August 10, 2022)) of 50 components for 87,500 shares and a second tranche ("Tranche 2") of 50 components for 17,502 shares (each a "Component"), and (b) second of the amended VPFs with RBC originally entered into on March 9, 2021 and as amended and restated on August 10, 2022 covering a maximum aggregate amount of 8,580 shares ("RBC VPF No. 3") is divided into 50 Components.
For each Component, QH Hungary is obligated to deliver, on the settlement date (the "Settlement Date") determined based on the specified scheduled valuation date within the periods from March 24, 2023 to June 5, 2023 for Tranche 1 of RBC VPF No. 1 and May 28, 2024 to August 8, 2024 for each of Tranche 2 of RBC VPF No. 1 and RBC VPF No. 3 (as applicable) either, at QH Hungary's option, (a) (1) up to 1,750 Shares (Tranche 1) and up to 350 Shares (or 351 Shares for two of such Settlement Dates) (Tranche 2) of RBC VPF No. 1, (b) up to 172 Shares (or 171 Shares for the last 20 Settlement Dates) for RBC VPF No. 3, to RBC (such Share number, "Subject Number") based on the average market price of the Shares determined as described below in Remarks or (ii) an amount of cash equivalent to the value of such Shares.
In exchange for amending (a) RBC VPF No. 1, QH Hungary paid $355,091.17 to RBC and (b) RBC VPF No. 3, QH Hungary paid $174,076.24 to RBC.
The reporting person continues to directly hold 37,186 shares of common stock of the Issuer.