SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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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*
Powell Nicholas

(Last) (First) (Middle)
C/O UNIVAR SOLUTIONS INC.
3075 HIGHLAND PARKWAY, SUITE 200

(Street)
DOWNERS GROVE IL 60515

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Univar Solutions Inc. [ UNVR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
President, EMEA & APAC
3. Date of Earliest Transaction (Month/Day/Year)
02/18/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
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 02/18/2021 M 663 A $0(1) 10,167 D
Common Stock 02/18/2021 F 311(2) D $20.36 9,856 D
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
Performance-Based Restricted Stock Units (1) 02/18/2021 A 663(3) (4) (5) Common Stock 663 $0.0000(1) 663 D
Performance-Based Restricted Stock Units (1) 02/18/2021 M 663(3) (4) (5) Common Stock 663 $0.0000(1) 0.0000 D
Explanation of Responses:
1. Each performance-restricted stock unit ("PRSU") represents a contingent right to receive, at settlement, one share of common stock upon vesting. This transaction represents the settlement of PRSUs in shares of the Issuer's common stock following certification of performance goal attainment by the Compensation Committee on February 18, 2021.
2. Shares withheld by Registrant to satisfy the minimum statutory tax withholding requirements on settlement of PRSUs. No shares were sold.
3. The reported number of securities represents the settlement of the Tranche 4 2018 PRSUs in shares of the Issuer's common stock following certification of performance goal attainment by the Compensation Committee on February 18, 2021.
4. In 2018, the Reporting Person was granted an award of PRSUs ("2018 PRSUs"), split into four equally-weighted tranches, to be earned based on performance against predetermined Adjusted EBITDA and Adjusted Earnings Per Share performance goals over four equally-weighted measurement periods within the three-year period beginning January 1, 2018 and ending December 31, 2020. The first tranche of 2018 PRSUs ("Tranche 1 2018 PRSUs") was to be earned based on performance of predetermined Adjusted EBITDA and Adjusted Earnings Per Share performance goals during the period of January 1, 2018 to December 31, 2018. The second tranche of 2018 PRSUs ("Tranche 2 2018 PRSUs") was to be earned based on performance of predetermined Adjusted EBITDA and Adjusted Earnings Per Share performance goals during the period of January 1, 2019 to December 31, 2019 (continued in footnote 5).
5. (Continued from footnote 4) The third tranche of 2018 PRSUs ("Tranche 3 2018 PRSUs") was to be earned based on performance of predetermined Adjusted EBITDA and Adjusted Earnings Per Share performance goals during the period of January 1, 2020 to December 31, 2020. The fourth tranche of 2018 PRSUs("Tranche 4 2018 PRSUs") was to be earned based on performance of predetermined cumulative Adjusted EBITDA and Adjusted Earnings Per Share performance goals during the three-year period of January 1, 2018 to December 31, 2020. Each tranche would be deemed earned, if at all, following the certification of performance goal attainment by the Compensation Committee following the applicable performance period and would vest, subject to continued employment through such date, on December 31, 2020.
/s/ Noelle J. Perkins, as Attorney-in-Fact for Nick Powell 02/22/2021
** 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).
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