Form 4 AgroFresh Solutions, For: Aug 06 Filed by: PAINE SCHWARTZ PARTNERS, LLC

August 8, 2022 9:40 PM EDT

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Washington, D.C. 20549


Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
OMB Number: 3235-0287
Expires: December 31, 2014
Estimated average burden
hours per response: 0.5
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 *

(Last) (First) (Middle)


(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 X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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)
Code V Amount (A) or (D) Price
Common Stock 08/06/2021   A   76,530 (1) A $ 0 102,546 I (2) (3) See footnotes (2) (3)
Common Stock 08/04/2022   A   80,644 (1) A $ 0 183,190 I (2) (3) See footnotes (2) (3)
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)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
Explanation of Responses:
1. Reflects stock grants of shares under the Issuer's 2015 Incentive Compensation Plan to Kevin Schwartz and Alexander Corbacho in connection with their service as directors 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.
2. This statement is being filed by the following Reporting Persons: PSP and Mr. Kevin M. Schwartz.
3. Mr. Schwartz serves as manager of the ultimate general partner of PSP, and disclaims 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.
For purposes of Section 16 of the Exchange Act, the Reporting Persons may be deemed to be directors by deputization by virtue of the fact that an affiliate of PSP has a contractual right to nominate directors to the Issuer's board of directors (the "Board"). Kevin Schwartz and Alexander Corbacho, each of whom was designated by such PSP affiliate, currently serve on the Board. As a result, the "Director" box is marked in Item 5 of this Form 4.
Paine Schwartz Partners, LLC, By: /s/ Kevin Schwartz, Name: Kevin Schwartz, Authorized Signatory 08/08/2022
** Signature of Reporting Person Date
/s/ Kevin Schwartz, Name: Kevin Schwartz 08/08/2022
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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 Number.

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