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UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940 |
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| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | |||
| 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. | SEC 1474 (9-02) | ||
| 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 Underlying Securities (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) |
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| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A Preferred Stock, par value $0.01 per share | (3) | (3) | (3) | Common Stock | 1,060,000 | 1,060,000 | I | By Mariposa Acquisition, LLC | |||||||
| Reporting Owner Name / Address | Relationships | |||
| Director | 10% Owner | Officer | Other | |
| FRANKLIN MARTIN E C/O PLATFORM SPECIALTY PRODUCTS CORP., 1450 CENTREPARK BLVD, SUITE 210 WEST PALM BEACH, FL 33401 |
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| /s/ Martin E. Franklin | 03/20/2015 | |
| **Signature of Reporting Person | Date |
| * | 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). |
| (1) | On March 20, 2015, Mariposa Acquisition, LLC distributed an aggregate of 1,073,809 shares of the Issuer's common stock pro rata to its members, which included Mr. Franklin and RSMA, LLC. Mr. Franklin is the manager of Mariposa Acquisition, LLC and the managing member of RSMA, LLC and may be considered to have beneficial ownership of their respective interests in the Issuer. Mr. Franklin disclaims beneficial ownership of any shares in which he does not have a pecuniary interest. Mr. Franklin indirectly owns 61.32% of Mariposa Acquisition, LLC representing 6,407,932 shares of the Issuer's common stock and 649,992 shares of the Issuer's Series A Preferred Stock. |
| (2) | Immediately following the transaction described in this report and the distribution described in footnote 1 above, Mr. Franklin transferred 663,349 shares of the Issuer's common stock to the Martin E. Franklin Revocable Trust, of which Mr. Franklin is the settlor and trustee. |
| (3) | Each share of Series A Preferred Stock is convertible at any time at the election of the holder, on a one-for-one basis, into shares of the Issuer's common stock for no additional consideration. The Series A Preferred Stock shall automatically convert into the Issuer's common stock upon the earlier to occur of (i) a change of control of the Issuer or (ii) December 31, 2020 (unless extended in accordance with the terms of the Series A Preferred Stock). |