SEC Form 4 · accession 0001127602-17-020783
ASHLAND INC. · ASH
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
A later amendment supersedes this filing — read the amendment. The figures below are kept as originally reported (version chain, not an overwrite).
Reporting owner
William A Wulfsohn
Officer — Chief Executive Officer · Director
Period of report
Jun 5, 2017
Accepted (ET)
Jun 7, 2017 · 3:38 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 | 33,546 | $0.00 | A | 72,926 | D |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitsF4,F6,F3,F5 | — | Jun 5, 2017 | A | 28,728 | A | — | — | Common Stock | 28,728 | 45,897 | D |
| Stock Appreciation RightF7 | $57.96 | Jun 5, 2017 | A | 55,523 | A | Nov 16, 2017 | Dec 16, 2026 | Common Stock | 55,523 | 118,373 | D |
| Stock Appreciation RightF8 | $62.33 | Jun 5, 2017 | A | 40,637 | A | Jan 29, 2016 | Feb 28, 2025 | Common Stock | 40,637 | 86,637 | D |
| Stock Appreciation RightF9 | $59.41 | Jun 5, 2017 | A | 50,576 | A | Nov 18, 2016 | Dec 18, 2025 | Common Stock | 50,576 | 107,826 | D |
Explanation of responses
- F1Represents the sum of 3,224 shares of restricted stock granted pursuant to the adjustment described in clause (a) of this footnote (1) and 30,322 shares of restricted stock granted pursuant to the plan described in clause (b) of 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. 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 30,322 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.
- F2Includes 37,195 shares of unvested restricted stock. Balance also includes 11 additional shares of restricted stock acquired in lieu of cash dividends paid on March 15, 2017.
- F3Each Restricted Stock Unit represents a right to receive one (1) share of Ashland Common Stock.
- F4Represents the sum of 15,167 restricted stock units granted pursuant to the adjustment described in clause (a) of this footnote (4) and 13,561 restricted stock units granted pursuant to the plan described in clause (b) this footnote (4). (a) Pursuant to the terms of the applicable equity compensation plan, the Reporting Person was entitled to receive the number of restricted stock units (rounded to the nearest whole restricted stock unit) 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 13,561 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.
- F5The restricted stock units described in clause (a) of footnote (4) 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 (4) 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.
- F6Balance includes 113 additional restricted stock units acquired in lieu of cash dividends, 59 of which were paid on December 15, 2016, and 54 of which were paid on March 15, 2017.
- F7Pursuant 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.
- 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 $117.38 was converted to $62.33.
- 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 $111.89 was converted to $59.41.