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Windacre Partnership

Filed: 12 Nov 21, 7:51pm
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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OMB Number: 3235-0287
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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*
WindAcre Partnership Master Fund, LP

(Last) (First) (Middle)
2200 POST OAK BLVD.
SUITE 1580

(Street)
HOUSTON TX 77056

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Perimeter Solutions, SA [ PRM ]
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)
11/09/2021
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
Ordinary shares 20,000,000 D(2)
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
Total Return Swap(1) (1) 11/09/2021 P/K 21,000 (1) (1) Ordinary shares 21,000 $11.89 21,000 D(2)
Total Return Swap(1) (1) 11/10/2021 P/K 100,000 (1) (1) Ordinary shares 100,000 $12.03 121,000 D(2)
1. Name and Address of Reporting Person*
WindAcre Partnership Master Fund, LP

(Last) (First) (Middle)
2200 POST OAK BLVD.
SUITE 1580

(Street)
HOUSTON TX 77056

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WINDACRE PARTNERSHIP LLC

(Last) (First) (Middle)
2200 POST OAK BOULEVARD
SUITE 1580

(Street)
HOUSTON TX 77056

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WindAcre General Partner LP

(Last) (First) (Middle)
2200 POST OAK BLVD.
SUITE 1580

(Street)
HOUSTON TX 77056

(City) (State) (Zip)
1. Name and Address of Reporting Person*
WAPGP LLC

(Last) (First) (Middle)
2200 POST OAK BLVD.
SUITE 1580

(Street)
HOUSTON TX 77056

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Amin Snehal

(Last) (First) (Middle)
2200 POST OAK BLVD.
SUITE 1580

(Street)
HOUSTON TX 77056

(City) (State) (Zip)
Explanation of Responses:
1. The WindAcre Partnership Master Fund, LP (the "Master Fund") has entered into certain cash-settled total return swap agreements (the "Swap Agreements"), which represent economic exposure to an aggregate of 121,000 notional shares of PRM ordinary shares. The Swap Agreements provide the Master Fund with economic results that are comparable to the economic results of ownership but do not provide it with the power to vote or direct the voting or dispose of or direct the disposition of the securities that are referenced by the Swap Agreements (the "Subject Shares"). Additionally, under the Swap Agreements, the Master Fund will pay the counterparty interest on the purchase price notional share value, at a rate tied to a market index.
2. The securities are owned directly by the Master Fund and may be deemed to be indirectly beneficially owned by (i) The WindAcre Partnership LLC, the investment adviser to the Master Fund, (ii) The WindAcre General Partner LP and The WAPGP LLC, the general partners of the Master Fund, and (iii) Snehal Amin, the managing member of The WindAcre Partnership LLC and The WAPGP LLC.
Remarks:
Each Reporting Person disclaims beneficial ownership in the securities reported on this Form 4, including the Subject Shares, except to the extent of its or his pecuniary interest, if any, therein, and this report shall not be deemed to be an admission that such Reporting Person is the beneficial owner of such securities for purposes of Section 16 or for any other purpose.
The WindAcre Partnership Master Fund, LP, By: The WAP GP LLC, its General Partner, By: /s/ Snehal Amin, Managing Member 11/12/2021
The WindAcre Partnership LLC, By: /s/ Snehal Amin, Managing Member 11/12/2021
The WindAcre General Partner LP, By: The WAP GP LLC, its General Partner, By: /s/ Snehal Amin, Managing Member 11/12/2021
The WAP GP LLC, By: /s/ Snehal Amin. Managing Member 11/12/2021
/s/ Snehal Amin, Snehal Amin 11/12/2021
** 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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