PAINE W DEXTER III

SEC source: 0001140361-23-016472 · form4.xml · derivative · entry 1

PSP AGFS HOLDINGS, L.P. · CIK 0001817183 · 10% owner

PAINE SCHWARTZ FOOD CHAIN FUND V GP, L.P. · CIK 0001817158 · 10% owner

PAINE SCHWARTZ FOOD CHAIN FUND V GP, LTD. · CIK 0001818714 · 10% owner

PAINE W DEXTER III · CIK 0001099188 · 10% owner

SCHWARTZ KEVIN · CIK 0001817201 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: No plan indicated

Ownership: Indirect · See footnotes

Disclosed balance after: 0

Underlying: Common Stock · 33,982,720 shares

Expires not disclosed

F1 · derivative.exercise_price: The Issuer's Series B Convertible Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock") are convertible at the option of a holder at any time into shares of common stock at an initial conversion price of $5.00 per share. The Series B Preferred Stock has no expiration date.

F2 · kind: The Reported Securities were disposed of in connection with the closing of the merger by and among AgroFresh Solutions, Inc. (the "Issuer"), Project Cloud Holdings, LLC and Project Cloud Merger Sub, Inc. on March 31, 2023 (the "Merger") as disclosed on the Form 8-K filed by the Issuer with the SEC on March 31, 2023. In connection with the closing of the Merger, the Reporting Persons ceased to beneficially own any Issuer securities.

F1 · derivative.exercise_date: The Issuer's Series B Convertible Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock") are convertible at the option of a holder at any time into shares of common stock at an initial conversion price of $5.00 per share. The Series B Preferred Stock has no expiration date.

F1 · derivative.expiration_date: The Issuer's Series B Convertible Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock") are convertible at the option of a holder at any time into shares of common stock at an initial conversion price of $5.00 per share. The Series B Preferred Stock has no expiration date.

F3 · derivative.underlying_shares: Represents the number of shares of common stock issuable based upon the conversion of 145,046 shares of Series B Preferred Stock.

F4 · ownership.nature: The reported securities are directly held by PSP AGFS Holdings, L.P. (the "Investor"). The Paine Schwartz Food Chain Fund V GP, L.P. (the "GP") is the sole general partner of the Investor and the Paine Schwartz Food Chain Fund V GP, Ltd. (the "UGP") is the sole general partner of the GP and Mr. W Dexter Paine and Mr. Kevin M. Schwartz serve as directors of UGP. As a result, each of GP, UGP, Mr. Paine and Mr. Schwartz may be deemed to beneficially own and have shared voting and dispositive power over the reported securities.

F5 · ownership.nature: Each Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), or for any other purpose, except to the extent of its respective pecuniary interest therein, if any. This report shall not be deemed an admission that any of GP, UGP, Mr. Paine or Mr. Schwartz is a beneficial owner of the securities held by the Investor, in each case for the purpose of Section 16 of the Exchange Act, or for any other purpose, except to the extent of their pecuniary interest therein, if any.

SEC source: 0001104659-20-110031 · a4.xml · derivative · entry 1

PSP AGFS HOLDINGS, L.P. · CIK 0001817183 · 10% owner

PAINE SCHWARTZ FOOD CHAIN FUND V GP, L.P. · CIK 0001817158 · 10% owner

PAINE SCHWARTZ FOOD CHAIN FUND V GP, LTD. · CIK 0001818714 · 10% owner

PAINE W DEXTER III · CIK 0001099188 · 10% owner

SCHWARTZ KEVIN · CIK 0001817201 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See notes

Disclosed balance after: 150,000

Underlying: Common Stock, par value $0.0001 per share · 30,000,000 shares

Expires not disclosed

F2 · security: The Issuer's Series B Convertible Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock") was issued in exchange for 150,000 shares of Series B-1 Convertible Preferred Stock, par value $0.0001 per share, and 150,000 shares of Series B-2 Convertible Preferred Stock, par value $0.0001 per share, that were previously issued to the Investor. Shares of Series B Preferred Stock are convertible at the option of a holder at any time into shares of common stock at an initial conversion price of $5.00 per share. The Series B Preferred Stock has no expiration date.

F2 · derivative.exercise_price: The Issuer's Series B Convertible Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock") was issued in exchange for 150,000 shares of Series B-1 Convertible Preferred Stock, par value $0.0001 per share, and 150,000 shares of Series B-2 Convertible Preferred Stock, par value $0.0001 per share, that were previously issued to the Investor. Shares of Series B Preferred Stock are convertible at the option of a holder at any time into shares of common stock at an initial conversion price of $5.00 per share. The Series B Preferred Stock has no expiration date.

F2 · price: The Issuer's Series B Convertible Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock") was issued in exchange for 150,000 shares of Series B-1 Convertible Preferred Stock, par value $0.0001 per share, and 150,000 shares of Series B-2 Convertible Preferred Stock, par value $0.0001 per share, that were previously issued to the Investor. Shares of Series B Preferred Stock are convertible at the option of a holder at any time into shares of common stock at an initial conversion price of $5.00 per share. The Series B Preferred Stock has no expiration date.

F2 · derivative.exercise_date: The Issuer's Series B Convertible Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock") was issued in exchange for 150,000 shares of Series B-1 Convertible Preferred Stock, par value $0.0001 per share, and 150,000 shares of Series B-2 Convertible Preferred Stock, par value $0.0001 per share, that were previously issued to the Investor. Shares of Series B Preferred Stock are convertible at the option of a holder at any time into shares of common stock at an initial conversion price of $5.00 per share. The Series B Preferred Stock has no expiration date.

F2 · derivative.expiration_date: The Issuer's Series B Convertible Preferred Stock, par value $0.0001 per share (the "Series B Preferred Stock") was issued in exchange for 150,000 shares of Series B-1 Convertible Preferred Stock, par value $0.0001 per share, and 150,000 shares of Series B-2 Convertible Preferred Stock, par value $0.0001 per share, that were previously issued to the Investor. Shares of Series B Preferred Stock are convertible at the option of a holder at any time into shares of common stock at an initial conversion price of $5.00 per share. The Series B Preferred Stock has no expiration date.

F3 · derivative.underlying_shares: Represents the number of shares of common stock issuable based upon the conversion of 150,000 shares of Series B Preferred Stock.

F1 · ownership.direct: This statement is being filed by the following Reporting Persons: PSP AGFS Holdings, L.P. (the "Investor"), Paine Schwartz Food Chain Fund V GP, L.P. (the "GP"), Paine Schwartz Food Chain Fund V GP, Ltd. (the "UGP"), Mr. W. Dexter Paine and Mr. Kevin M. Schwartz.

F4 · ownership.direct: The GP is the sole general partner of the Investor and the UGP is the sole general partner of the GP. As a result, each of the GP and the UGP may be deemed to beneficially own and have shared voting and dispositive power over such shares of common stock beneficially owned by the Investor. Mr. Paine and Mr. Schwartz serve as directors of the UGP and each disclaim beneficial ownership of any common stock held of record or beneficially owned by the Investor, the GP and the UGP.

F5 · ownership.direct: Each Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange of 1934, as amended (the "Exchange Act"),or for any other purpose, except to the extent of its respective pecuniary interest therein, if any. This report shall not be deemed an admission that any of the GP or UGP is a beneficial owner of the securities held by the Investor, in each case for the purpose of Section 16 of the Exchange Act, or for any other purpose, except to the extent of their pecuniary interest therein, if any.

F1 · ownership.nature: This statement is being filed by the following Reporting Persons: PSP AGFS Holdings, L.P. (the "Investor"), Paine Schwartz Food Chain Fund V GP, L.P. (the "GP"), Paine Schwartz Food Chain Fund V GP, Ltd. (the "UGP"), Mr. W. Dexter Paine and Mr. Kevin M. Schwartz.

F4 · ownership.nature: The GP is the sole general partner of the Investor and the UGP is the sole general partner of the GP. As a result, each of the GP and the UGP may be deemed to beneficially own and have shared voting and dispositive power over such shares of common stock beneficially owned by the Investor. Mr. Paine and Mr. Schwartz serve as directors of the UGP and each disclaim beneficial ownership of any common stock held of record or beneficially owned by the Investor, the GP and the UGP.

F5 · ownership.nature: Each Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange of 1934, as amended (the "Exchange Act"),or for any other purpose, except to the extent of its respective pecuniary interest therein, if any. This report shall not be deemed an admission that any of the GP or UGP is a beneficial owner of the securities held by the Investor, in each case for the purpose of Section 16 of the Exchange Act, or for any other purpose, except to the extent of their pecuniary interest therein, if any.

SEC source: 0001104659-20-108448 · a4.xml · derivative · entry 1

PSP AGFS HOLDINGS, L.P. · CIK 0001817183 · Director · 10% owner

PAINE SCHWARTZ FOOD CHAIN FUND V GP, L.P. · CIK 0001817158 · Director · 10% owner

PAINE SCHWARTZ FOOD CHAIN FUND V GP, LTD. · CIK 0001818714 · Director · 10% owner

PAINE W DEXTER III · CIK 0001099188 · Director · 10% owner

SCHWARTZ KEVIN · CIK 0001817201 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See notes

Disclosed balance after: 150,000

Underlying: Common Stock, par value $0.0001 per share · 19,430,269.71 shares

Expires not disclosed

F2 · security: The Issuer's Series B-2 Convertible Preferred Stock, par value $0.0001 per shares (the "Series B-1 Preferred Stock"), is convertible at the option of a holder at any time into shares of common stock at an initial conversion price of $5.00 per share. The Series B-2 Preferred Stock has no expiration date.

F2 · derivative.exercise_price: The Issuer's Series B-2 Convertible Preferred Stock, par value $0.0001 per shares (the "Series B-1 Preferred Stock"), is convertible at the option of a holder at any time into shares of common stock at an initial conversion price of $5.00 per share. The Series B-2 Preferred Stock has no expiration date.

F2 · price: The Issuer's Series B-2 Convertible Preferred Stock, par value $0.0001 per shares (the "Series B-1 Preferred Stock"), is convertible at the option of a holder at any time into shares of common stock at an initial conversion price of $5.00 per share. The Series B-2 Preferred Stock has no expiration date.

F2 · derivative.exercise_date: The Issuer's Series B-2 Convertible Preferred Stock, par value $0.0001 per shares (the "Series B-1 Preferred Stock"), is convertible at the option of a holder at any time into shares of common stock at an initial conversion price of $5.00 per share. The Series B-2 Preferred Stock has no expiration date.

F2 · derivative.expiration_date: The Issuer's Series B-2 Convertible Preferred Stock, par value $0.0001 per shares (the "Series B-1 Preferred Stock"), is convertible at the option of a holder at any time into shares of common stock at an initial conversion price of $5.00 per share. The Series B-2 Preferred Stock has no expiration date.

F3 · derivative.underlying_shares: Represents the number of shares of common stock issuable based upon the conversion of 150,000 shares of Series B-2 Preferred Stock.

F1 · ownership.direct: This statement is being filed by the following Reporting Persons: PSP AGFS Holdings, L.P. (the "Investor"), Paine Schwartz Food Chain Fund V GP, L.P. (the "GP"), Paine Schwartz Food Chain Fund V GP, Ltd. (the "UGP"), Mr. W. Dexter Paine and Mr. Kevin M. Schwartz.

F4 · ownership.direct: The GP is the sole general partner of the Investor and the UGP is the sole general partner of the GP. As a result, each of the GP and the UGP may be deemed to beneficially own and have shared voting and dispositive power over such shares of common stock beneficially owned by the Investor. Mr. Paine and Mr. Schwartz serve as directors of the UGP and each disclaim beneficial ownership of any common stock held of record or beneficially owned by the Investor, the GP and the UGP.

F5 · ownership.direct: Each Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange of 1934, as amended (the "Exchange Act"),or for any other purpose, except to the extent of its respective pecuniary interest therein, if any. This report shall not be deemed an admission that any of the GP or UGP is a beneficial owner of the securities held by the Investor, in each case for the purpose of Section 16 of the Exchange Act, or for any other purpose, except to the extent of their pecuniary interest therein, if any.

F1 · ownership.nature: This statement is being filed by the following Reporting Persons: PSP AGFS Holdings, L.P. (the "Investor"), Paine Schwartz Food Chain Fund V GP, L.P. (the "GP"), Paine Schwartz Food Chain Fund V GP, Ltd. (the "UGP"), Mr. W. Dexter Paine and Mr. Kevin M. Schwartz.

F4 · ownership.nature: The GP is the sole general partner of the Investor and the UGP is the sole general partner of the GP. As a result, each of the GP and the UGP may be deemed to beneficially own and have shared voting and dispositive power over such shares of common stock beneficially owned by the Investor. Mr. Paine and Mr. Schwartz serve as directors of the UGP and each disclaim beneficial ownership of any common stock held of record or beneficially owned by the Investor, the GP and the UGP.

F5 · ownership.nature: Each Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange of 1934, as amended (the "Exchange Act"),or for any other purpose, except to the extent of its respective pecuniary interest therein, if any. This report shall not be deemed an admission that any of the GP or UGP is a beneficial owner of the securities held by the Investor, in each case for the purpose of Section 16 of the Exchange Act, or for any other purpose, except to the extent of their pecuniary interest therein, if any.

SEC source: 0001104659-20-092934 · a4.xml · nonDerivative · entry 1

PAINE SCHWARTZ PARTNERS, LLC · CIK 0001817157 · Director · 10% owner

PAINE W DEXTER III · CIK 0001099188 · 10% owner

SCHWARTZ KEVIN · CIK 0001817201 · Director · 10% owner

Joint disclosure: these amounts are not allocated separately to each reporting owner.

10b5-1 filing: Not disclosed

Ownership: Indirect · See footnotes

Disclosed balance after: 26,016

F1 · shares: Reflects stock grants of 13,008 shares under the Issuer's 2015 Incentive Compensation Plan to each of Kevin Schwartz and Alexander Corbacho in connection with their service as a director of the Issuer. Such awards will vest as to 100% of the shares subject to the award on the anniversary of the date of grant, provided that Mr. Schwartz and Mr. Corbacho, as applicable, continues to serve as a director through such date. Pursuant to an assignment agreement between Paine Schwartz Partners Fund V Management, LLC, a wholly owned subsidiary of Paine Schwartz Partners, LLC, a Delaware limited liability company ("PSP"), and both Mr. Schwartz and Mr. Corbacho, effective as of July 27, 2020, each of Mr. Schwartz and Mr. Corbacho has assigned to PSP all of his right, title and interest in and to any compensation, including equity awards, he receives from the Issuer for his services as a director of the Issuer.

F2 · ownership.direct: This statement is being filed by the following Reporting Persons: PSP, Mr. W. Dexter Paine and Mr. Kevin M. Schwartz.

F3 · ownership.direct: Mr. Paine and Mr. Schwartz serve as managers of the ultimate general partner of PSP, and each disclaim beneficial ownership of any common stock held of record or beneficially owned by PSP and any of its parent companies or subsidiaries. Each Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange of 1934, as amended (the "Exchange Act"),or for any other purpose, except to the extent of its respective pecuniary interest therein, if any.

F2 · ownership.nature: This statement is being filed by the following Reporting Persons: PSP, Mr. W. Dexter Paine and Mr. Kevin M. Schwartz.

F3 · ownership.nature: Mr. Paine and Mr. Schwartz serve as managers of the ultimate general partner of PSP, and each disclaim beneficial ownership of any common stock held of record or beneficially owned by PSP and any of its parent companies or subsidiaries. Each Reporting Person disclaims beneficial ownership of the securities reported herein for purposes of Section 16 of the Securities Exchange of 1934, as amended (the "Exchange Act"),or for any other purpose, except to the extent of its respective pecuniary interest therein, if any.