SEC Form 4 · accession 0001127602-17-020739
ASHLAND INC. · ASH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
J Kevin Willis
Officer — Chief Financial Officer
Period of report
Jun 2, 2017
Accepted (ET)
Jun 6, 2017 · 9:44 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001674862
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jun 5, 2017 | A | 15,968 | $0.00 | A | 20,499 | D | |
| Common StockF3 | holding | — | — | — | 16,563 | I | 401(k) | |
| Common StockF3 | holding | — | — | — | 444 | I | LESOP |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Common Stock UnitsF6,F7,F4,F5 | — | Jun 2, 2017 | A | 13,166 | A | — | — | Common Stock | 13,166 | 28,069 | D |
| Restricted Stock UnitsF9,F11,F8,F10 | — | Jun 2, 2017 | A | 8,036 | A | — | — | Common Stock | 8,036 | 12,832 | D |
Explanation of responses
- F1Represents the sum of 3,223 shares of restricted stock granted pursuant to the adjustment described in clause (a) of this footnote (1) and 12,745 shares of restricted stock granted pursuant to the plan described in clause (b) this footnote (1). (a) Ashland Global Holdings Inc. ("Ashland") distributed to its stockholders on May 12, 2017 (the "Distribution Date") 170,000,000 shares of Valvoline Inc. ("Valvoline") common stock as a pro rata dividend (the "Distribution"). Pursuant to the terms of the applicable equity compensation plan, the Reporting Person was entitled to receive the number of shares of restricted stock equal to the quotient of (x) the closing price of Ashland common stock on the Distribution Date and (y) the simple arithmetic average of the volume-weighted average price of Ashland common stock for each of the ten consecutive trading days immediately following the Distribution Date (such quotient, the "Equity Award Adjustment Ratio") for each such share of restricted stock. (b) Pursuant to the terms of the Executive Performance Incentive and Retention Program (the "EPIRP"), upon the Distribution, one-third of the Reporting Person's performance-based restricted shares granted under the EPIRP were convertible at "target" level (i.e. 50%) into 12,745 time-vested restricted shares immediately following the 120th day following the consummation of the Distribution. Pursuant to the terms of the EPIRP, each such time-vested restricted share was further adjusted into the number of time-vested restricted shares equal to the Equity Award Adjustment Ratio for each such time-vested restricted share.
- F10The restricted stock units described in clause (a) of footnote (9) vest upon the same terms and conditions as were applicable to the Reporting Person's awards of restricted stock units immediately prior to the Distribution. The restricted stock units described in clause (b) of footnote (9) vest upon the third anniversary of the grant date (i.e. November 18, 2018) so long as the Reporting Person remains employed through such vesting date.
- F11Balance includes 31 additional restricted stock units acquired in lieu of cash dividends, 16 which were paid on December 15, 2016, and 15 which were paid on March 15, 2017.
- F2Includes 19,616 shares of unvested restricted stock. Balance also includes 22 additional shares of restricted stock acquired in lieu of cash dividends, 11 which were paid on December 15, 2016, and 11 which were paid on March 15, 2017.
- F3In connection with the separation of Ashland and Valvoline, half of the Reporting Person's LESOP account was merged into the Ashland stock fund of the Reporting Person's 401(k) while the other half was transferred to Valvoline where the Ashland shares will gradually be sold for Valvoline shares.
- F41 for 1.
- F5The common stock units are payable upon the same terms and conditions as were applicable to the Reporting Person's awards of common stock units immediately prior to the Distribution.
- F6Pursuant to the terms of the applicable equity compensation plan, the Reporting Person was entitled to receive the number of common stock units equal to the Equity Award Adjustment Ratio for each such common stock unit. Common stock units were acquired pursuant to Ashland's Deferred Compensation Plan for Employees. One (1) common stock unit is the equivalent of one (1) share of common stock.
- F7Balance includes 99 additional common stock units acquired in lieu of cash dividends, 52 which were paid on December 15, 2016, and 47 which were paid on March 15, 2017.
- F8Each restricted stock unit represents a contingent right to receive one (1) share of common stock.
- F9Represents the sum of 4,237 restricted stock units granted pursuant to the adjustment described in clause (a) of this footnote (9) and 3,799 restricted stock units granted pursuant to the plan described in clause (b) this footnote (9). (a) Pursuant to the terms of the applicable equity compensation plan, the Reporting Person was entitled to receive the number of restricted stock units equal to the Equity Award Adjustment Ratio for each such restricted stock unit. (b) Pursuant to the terms of the FY 2016- 2018 Long Term Incentive Plan (the "LTIP Plan"), upon the Distribution, one-third of the Reporting Person's performance units under the LTIP Plan became convertible into 3,799 time-based, stock-settled restricted stock units immediately following the 120th day following the consummation of the Distribution. Pursuant to the terms of the LTIP Plan, each such time-based, stock settled restricted stock unit was further adjusted into the number of time-based, stock settled restricted stock units equal to the Equity Award Adjustment Ratio.