SEC Form 4 · accession 0000950157-17-000824
VALVOLINE INC · VVV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Vada O Manager
Director
Period of report
Jun 1, 2017
Accepted (ET)
Jun 5, 2017 · 8:44 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001674910
Table I — non-derivative securities
No Table I lines on this filing.
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| UnitF2,F1,F3 | — | Dec 31, 2016 | A | 67 | A | — | — | Common Stock | 67 | 147,867 | D |
| UnitF2,F1,F3 | — | Mar 31, 2017 | A | 59 | A | — | — | Common Stock | 59 | 147,867 | D |
| UnitF4,F1,F3 | — | Jun 1, 2017 | A | 141,203 | A | — | — | Common Stock | 141,203 | 147,867 | D |
Explanation of responses
- F1Each unit represents a contingent right to receive one share of Valvoline Inc. ("Valvoline") common stock upon distribution. Subject to the terms and requirements of the Valvoline 2016 Deferred Compensation Plan for Non-Employee Directors (the "Plan"), the reporting person may elect to transfer certain units held within the Plan to another hypothetical investment alternative.
- F2Acquired pursuant to a dividend reinvestment feature of the Plan, and exempt pursuant to Rule 16b-3.
- F3Shares of Valvoline common stock become payable in respect of the units upon the event of an unforeseeable emergency (as defined in the Plan) or the reporting person's death, disability or separation from service, in accordance with the terms of the Plan. The reporting person may elect to transfer certain units held within the Plan to another hypothetical investment alternative at any time.
- F4Ashland Global Holdings Inc. ("Ashland") distributed to its stockholders on May 12, 2017 (the "Distribution Date") 170,000,000 shares of Valvoline common stock as a pro rata dividend (the "Distribution"). Pursuant to the terms of the Employee Matters Agreement entered into between Ashland and Valvoline dated September 22, 2016, each of the reporting person's 26,243.97 outstanding units of Ashland was converted into the number of units of Valvoline obtained by dividing (a) the closing price of Ashland common stock on the Distribution Date by (b) the simple arithmetic average of the volume-weighted average price of Valvoline common stock for each of the ten consecutive trading days immediately following the Distribution Date.