SEC Form 4 · accession 0001127602-17-020780
ASHLAND INC. · ASH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
William J Heitman
Officer — Controller
Period of report
Jun 5, 2017
Accepted (ET)
Jun 7, 2017 · 3:31 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 | 215 | $0.00 | A | 8,316 | D | |
| Common StockF3 | holding | — | — | — | 324 | I | 401(k) |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF5,F7,F4,F6 | — | Jun 5, 2017 | A | 1,850 | A | — | — | Common Stock | 1,850 | 2,983 | D |
| Stock Appreciation RightF8 | $37.37 | Jun 5, 2017 | A | 2,562 | A | Nov 14, 2013 | Dec 14, 2022 | Common Stock | 2,562 | 5,462 | D |
| Stock Appreciation RightF9 | $47.63 | Jun 5, 2017 | A | 2,473 | A | Nov 13, 2014 | Dec 13, 2023 | Common Stock | 2,473 | 5,273 | D |
| Stock Appreciation RightF10 | $57.96 | Jun 5, 2017 | A | 3,577 | A | Nov 16, 2017 | Dec 16, 2026 | Common Stock | 3,577 | 7,627 | D |
| Stock Appreciation RightF11 | $59.41 | Jun 5, 2017 | A | 3,180 | A | Nov 18, 2016 | Dec 18, 2025 | Common Stock | 3,180 | 6,780 | D |
| Stock Appreciation RightF12 | $59.95 | Jun 5, 2017 | A | 2,561 | A | Nov 12, 2015 | Dec 12, 2024 | Common Stock | 2,561 | 5,461 | D |
| Stock Appreciation RightF13 | $29.50 | Jun 5, 2017 | A | 2,164 | A | Dec 2, 2012 | Jan 2, 2022 | Common Stock | 2,164 | 4,614 | D |
Explanation of responses
- F1Represents the sum of 215 shares of restricted stock granted pursuant to the adjustment described in this footnote (1). Ashland Global Holdings Inc. ("Ashland") distributed to its stockholders on May 12, 2017 (the "Distribution Date") 170,000,000 shares of Valvoline Inc. 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.
- F10Pursuant to the terms of the applicable equity compensation plan, the Reporting Person was entitled to receive the number of stock appreciation rights equal to the Equity Award Adjustment Ratio for each such stock appreciation right, and the original strike price of $109.15 was converted to $57.96.
- F11Pursuant to the terms of the applicable equity compensation plan, the Reporting Person was entitled to receive the number of stock appreciation rights equal to the Equity Award Adjustment Ratio for each such stock appreciation right, and the original strike price of $111.89 was converted to $59.41.
- F12Pursuant to the terms of the applicable equity compensation plan, the Reporting Person was entitled to receive the number of stock appreciation rights equal to the Equity Award Adjustment Ratio for each such stock appreciation right, and the original strike price of $112.91 was converted to $59.95.
- F13Pursuant to the terms of the applicable equity compensation plan, the Reporting Person was entitled to receive the number of stock appreciation rights equal to the Equity Award Adjustment Ratio for each such stock appreciation right, and the original strike price of $55.56 was converted to $29.50.
- F2Includes 458 shares of unvested restricted stock.
- F3Based on Employee Savings Plan information as of June 5, 2017, the latest date for which such information is reasonably available.
- F4Each Restricted Stock Unit represents a right to receive one (1) share of Ashland Common Stock.
- F5Represents the sum of 1,002 restricted stock units granted pursuant to the adjustment described in clause (a) of this footnote (5) and 848 restricted stock units granted pursuant to the plan described in clause (b) of this footnote (5). (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 848 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.
- F6The restricted stock units described in clause (a) of footnote (5) 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 (5) 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.
- F7Balance includes 6 additional restricted stock units acquired in lieu of cash dividends, 3 which were paid on December 15, 2016, and 3 were paid on March 15, 2017.
- F8Pursuant to the terms of the applicable equity compensation plan, the Reporting Person was entitled to receive the number of stock appreciation rights equal to the Equity Award Adjustment Ratio for each such stock appreciation right, and the original strike price of $70.37 was converted to $37.37.
- F9Pursuant to the terms of the applicable equity compensation plan, the Reporting Person was entitled to receive the number of stock appreciation rights equal to the Equity Award Adjustment Ratio for each such stock appreciation right, and the original strike price of $89.69 was converted to $47.63.