Sec Form 13G Filing - TTWF LP filing for WESTLAKE CORP (WLK) - 2023-01-18

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Westlake Corporation

2801 Post Oak Boulevard, Suite 600

Houston, Texas 77056

This Amendment No. 18 to Schedule 13G is being filed by and on behalf of the following persons (the “Reporting Persons”)*:

* Attached as Exhibit A is a copy of an agreement among the Reporting Persons that this Schedule 13G is being filed on behalf of each of them.

TTWF is a Delaware limited partnership. TTWFGP is a Delaware limited liability company. James Chao is a citizen of the United States. Dorothy Jenkins is a citizen of the United States. Albert Chao is a citizen of the United States.

Common stock, par value $0.01 per share.

 

960413102

Not applicable.

TTWF is the owner of 92,010,554 shares of Common Stock of Westlake Corporation. TTWFGP is the owner of an additional 1,395,000 shares of Common Stock of Westlake Corporation and also serves as the General Partner of TTWF and may be deemed to share beneficial ownership of the 92,010,554 shares of Common Stock of which TTWF is the owner.

Two trusts held for the benefit of the members of the Chao family, including James Chao, Dorothy C. Jenkins and Albert Chao, are the managers of TTWFGP, which is the general partner of TTWF. The limited partners of TTWF are five trusts held principally for the benefit of the members of the Chao family, including James Chao, Dorothy C. Jenkins and Albert Chao, and two corporations owned, directly or indirectly, by certain of these trusts and by other entities owned by the Chao family, including James Chao, Dorothy C. Jenkins and Albert Chao. The Reporting Persons share voting and dispositive power with respect to the shares of which TTWF is the owner and the shares of which TTWFGP is the owner. James Chao, Dorothy C. Jenkins and Albert Chao disclaim beneficial ownership of the 92,010,554 shares held by TTWF and the 1,395,000 shares owned by TTWFGP except to the extent of their respective pecuniary interests therein.

James Chao is the owner of 86,755 shares of Common Stock, and 294,829 vested Stock Options, as well as 48,031 unvested Stock Options, 18,519 unvested RSUs, and 18,575 unvested PSUs that will vest in favor of James Chao within 60 days of December 31, 2022.  The 294,829 vested Stock Options, along with the 48,031 unvested Stock Options that will vest in favor of James Chao within 60 days of December 31, 2022, are each convertible within 60 days of December 31, 2022, at a ratio of one Stock Option per share of Common Stock.  The 18,519 unvested RSUs and the 18,575 unvested PSUs that will vest in favor of James Chao within 60 days of December 31, 2022, each represent a contingent right to receive one shares of the issuer’s Common Stock within 60 days of December 31, 2022.  The foregoing number of PSUs reflects the target number of PSUs issuable to James Chao pursuant to a February 2020 Performance Stock Unit Award and is subject to adjustment pending final determination of the Issuer’s compensation committee.  The shares of Common Stock, vested and unvested Stock Options, and unvested RSUs and PSUs of which James Chao is the owner, together with the 92,010,554 shares of Common Stock of which TTWF is the owner, and the 1,395,000 shares of Common Stock of which TTWFGP is the owner add up to the number of shares listed in Item 9 of James Chao’s respective cover page. James Chao disclaims beneficial ownership of the shares of Common Stock over which Albert Chao and Dorothy C. Jenkins have sole voting and dispositive power. James Chao also disclaims beneficial ownership over the 92,010,554 shares held by TTWF and the 1,395,000 shares held by TTWFGP, except to the extent of his pecuniary interest therein.

Dorothy C. Jenkins is the owner of 73,778 shares of Common Stock, which together with the 92,010,554 shares of Common Stock of which TTWF is the owner and the 1,395,000 shares of Common Stock of which TTWFGP is the owner, add up to the number of shares listed in Item 9 of Dorothy C. Jenkins’ respective cover page. Dorothy C. Jenkins disclaims beneficial ownership of the shares of Common Stock over which Albert Chao and James Chao have sole voting and dispositive power. Dorothy C. Jenkins also disclaims beneficial ownership over the 92,010,554 shares held by TTWF and the 1,395,000 shares held by TTWFGP, except to the extent of her pecuniary interest therein.

Albert Chao is the owner of 472,983 shares of Common Stock, and 454,246 vested Stock Options, as well as 78,678 unvested Stock Options, 26,048 unvested RSUs, and 26,126 unvested PSUs that will vest in favor of Albert Chao within 60 days of December 31, 2022.  The 454,246 vested Stock Options, along with the 78,678 unvested Stock Options that will vest in favor of Albert Chao within 60 days of December 31, 2022, are each convertible within 60 days of December 31, 2022, at a ratio of one Stock Option per share of Common Stock.  The 26,048 unvested RSUs and the 26,126 unvested PSUs that will vest in favor of Albert Chao within 60 days of December 31, 2022 each represent a contingent right to receive one shares of the issuer’s Common Stock within 60 days of December 31, 2022.  The foregoing number of PSUs reflects the target number of PSUs issuable to Albert Chao pursuant to a February 2020 Performance Stock Unit Award and is subject to adjustment pending final determination of the Issuer’s compensation committee.  The shares of Common Stock, vested and unvested Stock Options, and unvested RSUs and PSUs of which Albert Chao is the owner, together with the 92,010,554 shares of Common Stock of which TTWF is the owner, and the 1,395,000 shares of Common Stock of which TTWFGP is the owner add up to the number of shares listed in Item 9 of Albert Chao’s respective cover page.  Albert Chao disclaims beneficial ownership of the shares of Common Stock over which James Chao and Dorothy C. Jenkins have sole voting and dispositive power. Albert Chao also disclaims beneficial ownership over the 92,010,554 shares held by TTWF and the 1,395,000 shares held by TTWFGP, except to the extent of his pecuniary interest therein.

Not applicable.

Item 10.

Certification:

 

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	James Chao
	By:	/s/ James Chao
		James Chao

	Dorothy C. Jenkins
	By:	/s/ Dorothy C. Jenkins
		Dorothy C. Jenkins