SEC FORM 4

SEC FORM 4 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^*

PSP AGFS HOLDINGS, L.P.

(Last)

(First)

(Middle)

475 FIFTH AVENUE

17TH FLOOR

(Street)

NEW YORK CITY

10017

(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)

Director	X	10% Owner
Officer (give title below)		Other (specify below)

3. Date of Earliest Transaction (Month/Day/Year)
04/03/2023

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

Rule 10b5-1(c) Transaction Indication

Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10.

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Series B Convertible Preferred Stock	⁽¹⁾	04/03/2023		D⁽²⁾		145,046		⁽¹⁾	⁽¹⁾	Common Stock	33,982,720⁽³⁾	$1,771.68	0	I	See footnotes⁽⁴⁾⁽⁵⁾

1. Name and Address of Reporting Person^*

PSP AGFS HOLDINGS, L.P.

(Last)

(First)

(Middle)

475 FIFTH AVENUE

17TH FLOOR

(Street)

NEW YORK CITY

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PAINE SCHWARTZ FOOD CHAIN FUND V GP, L.P.

(Last)

(First)

(Middle)

475 FIFTH AVENUE, 17TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PAINE SCHWARTZ FOOD CHAIN FUND V GP, LTD.

(Last)

(First)

(Middle)

475 FIFTH AVENUE, 17TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

PAINE W DEXTER III

(Last)

(First)

(Middle)

475 FIFTH AVENUE, 17TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

1. Name and Address of Reporting Person^*

SCHWARTZ KEVIN

(Last)

(First)

(Middle)

475 FIFTH AVENUE, 17TH FLOOR

(Street)

NEW YORK

10017

(City)

(State)

(Zip)

Explanation of Responses:

1. 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.

2. 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.

3. Represents the number of shares of common stock issuable based upon the conversion of 145,046 shares of Series B Preferred Stock.

4. 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.

5. 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.

	PSP AGFS Holdings, L.P., By: /s/ Kevin Schwartz, Name: Kevin Schwartz, Title: Chief Executive Officer	04/04/2023
	Paine Schwartz Food Chain Fund V GP, L.P., By: Paine Schwartz Food Chain Fund V GP, Ltd., Its: General Partner By: /s/ Kevin Schwartz Name: Kevin Schwartz, Title: Director	04/04/2023
	Paine Schwartz Food Chain Fund V GP, Ltd., By: /s/ Kevin Schwartz, Name: Kevin Schwartz, Title: Director	04/04/2023
	/s/ W. Dexter Paine, III, Name: W. Dexter Paine, III	04/04/2023
	/s/ Kevin Schwartz, Name: Kevin Schwartz	04/04/2023
	** 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.

SEC Form 4 filed by Psp Agfs Holdings, L.P.