SEC Form 4 · accession 0000950157-17-000873
VALVOLINE INC · VVV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Heidi J. Matheys
Officer — Chief Marketing Officer
Period of report
Jun 6, 2017
Accepted (ET)
Jun 8, 2017 · 6:54 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 | 1,040 | 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 UnitF4,F5,F6,F3,F7 | — | Jun 6, 2017 | A | 4,443 | A | — | — | Common Stock | 4,443 | 4,443 | D |
| FY 2013 Stock Appreciation RightF8,F9 | $13.08 | Jun 6, 2017 | A | 2,152 | A | — | Dec 14, 2022 | Common Stock | 2,152 | 2,152 | D |
| FY 2014 Stock Appreciation RightF10,F11 | $16.67 | Jun 6, 2017 | A | 8,070 | A | — | Dec 13, 2023 | Common Stock | 8,070 | 8,070 | D |
| FY 2015 Stock Appreciation RightF12,F13 | $20.99 | Jun 6, 2017 | A | 7,801 | A | — | Dec 12, 2024 | Common Stock | 7,801 | 7,801 | D |
| FY 2016 Stock Appreciation RightF14,F15 | $20.80 | Jun 6, 2017 | A | 9,684 | A | — | Dec 18, 2025 | Common Stock | 9,684 | 9,684 | D |
| FY 2017 Stock Appreciation RightF16,F17 | $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.
- F10Pursuant 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 $89.69 was converted to $16.67.
- F11Fifty percent (50%) of the stock appreciation rights vested on November 13, 2014, twenty-five percent (25%) of the stock appreciation rights vested on November 13, 2015 and twenty-five percent (25%) of the stock appreciation rights vested on November 13, 2016.
- F12Pursuant 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.
- F13Fifty 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.
- F14Pursuant 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.
- F15Fifty 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.
- F16Pursuant 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.
- F17Fifty 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.
- F3Each restricted stock unit represents a contingent right to receive one (1) share of Valvoline common stock.
- F4Represents the sum of 3,188 restricted stock units granted pursuant to the adjustment described in footnote (5) below and 1,255 restricted stock units granted pursuant to the plan described in footnote (6) below.
- F5Pursuant 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.
- F6Pursuant 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.
- F7The restricted stock units described in footnote (5) 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 (6) 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.
- F8Pursuant 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 $70.37 was converted to $13.08.
- F9Fifty percent (50%) of the stock appreciation rights vested on November 14, 2013, twenty-five percent (25%) of the stock appreciation rights vested on November 14, 2014 and twenty-five percent (25%) of the stock appreciation rights vested on November 14, 2015.