SEC Form 4 · accession 0000950157-17-000871
VALVOLINE INC · VVV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Thomas A. Gerrald II
Officer — Senior Vice President
Period of report
Jun 6, 2017
Accepted (ET)
Jun 8, 2017 · 6:51 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001674910
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Common StockF1,F2 | Jun 6, 2017 | A | 640 | — | A | 640 | D | |
| Common StockF3 | holding | — | — | — | 3,166 | I | By 401(k) Plan |
Table II — derivative securities
| Security | Conv. / exercise price | Date | Code | Shares | A/D | Exercisable | Expires | Underlying | Underlying shares | Owned after | D/I |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Restricted Stock UnitF5,F6,F7,F4,F8 | — | Jun 6, 2017 | A | 4,443 | A | — | — | Common Stock | 4,443 | 4,443 | D |
| FY 2015 Stock Appreciation RightF9,F10 | $20.99 | Jun 6, 2017 | A | 1,953 | A | — | Dec 12, 2024 | Common Stock | 1,953 | 1,953 | D |
| FY 2016 Stock Appreciation RightF11,F12 | $20.80 | Jun 6, 2017 | A | 4,842 | A | — | Dec 18, 2025 | Common Stock | 4,842 | 4,842 | D |
| FY 2017 Stock Appreciation RightF13,F14 | $20.29 | Jun 6, 2017 | A | 11,298 | A | — | Dec 16, 2026 | Common Stock | 11,298 | 11,298 | D |
Explanation of responses
- F1Ashland 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 Employee Matters Agreement entered into between Ashland and Valvoline dated September 22, 2016 (the "Employee Matters Agreement"), the Reporting Person was entitled to receive the number of shares of restricted stock of Valvoline obtained by dividing (x) the closing price of Ashland common stock on the Distribution Date by (y) 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 (such quotient, the "Equity Award Exchange Ratio") for each such share of restricted stock.
- F10Fifty percent (50%) of the stock appreciation rights vested on November 12, 2015, twenty-five percent (25%) of the stock appreciation rights vested on November 12, 2016 and twenty-five percent (25%) of the stock appreciation rights vest on November 12, 2017.
- F11Pursuant to the terms of the Employee Matters Agreement, the Reporting Person was entitled to receive the number of stock appreciation rights of Valvoline equal to the Equity Award Exchange Ratio for each such stock appreciation right, and the original strike price of $111.89 was converted to $20.80.
- F12Fifty percent (50%) of the stock appreciation rights vested on November 18, 2016, twenty-five percent (25%) of the stock appreciation rights vest on November 18, 2017 and twenty-five percent (25%) of the stock appreciation rights vest on November 18, 2018.
- F13Pursuant to the terms of the Employee Matters Agreement, the Reporting Person was entitled to receive the number of stock appreciation rights of Valvoline equal to the Equity Award Exchange Ratio for each such stock appreciation right, and the original strike price of $109.15 was converted to $20.29.
- F14Fifty percent (50%) of the stock appreciation rights vest on November 16, 2017, twenty-five percent (25%) of the stock appreciation rights vest on November 16, 2018 and twenty-five percent (25%) of the stock appreciation rights vest on November 16, 2019.
- F2Includes 640 shares of unvested restricted stock.
- F3As of the close of business on June 5, 2017, the reporting person had acquired approximately 3,166 shares of Valvoline common stock under the Valvoline 401(k) plan (based on the closing price of Valvoline common stock as of the close of business on June 5, 2017).
- F4Each restricted stock unit represents a contingent right to receive one (1) share of Valvoline common stock.
- F5Represents the sum of 3,188 restricted stock units granted pursuant to the adjustment described in footnote (6) below and 1,255 restricted stock units granted pursuant to the plan described in footnote (7) below.
- F6Pursuant to the terms of the Employee Matters Agreement, the Reporting Person was entitled to receive the number of restricted stock units of Valvoline equal to the Equity Award Exchange Ratio for each such restricted stock unit.
- F7Pursuant 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 233 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 Exchange Ratio.
- F8The restricted stock units described in footnote (6) above vest upon the same terms and conditions as were applicable to the Reporting Person's awards of restricted stock units of Ashland immediately prior to the Distribution. The restricted stock units described in footnote (7) above 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.
- F9Pursuant to the terms of the Employee Matters Agreement, the Reporting Person was entitled to receive the number of stock appreciation rights of Valvoline equal to the Equity Award Exchange Ratio for each such stock appreciation right, and the original strike price of $112.91 was converted to $20.99.