SEC Form 4 · accession 0000950157-17-000879
VALVOLINE INC · VVV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
David J. Scheve
Officer — Controller
Period of report
Jun 6, 2017
Accepted (ET)
Jun 8, 2017 · 7:01 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 | holding | — | — | — | 50 | 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 UnitF3,F2,F4 | — | Jun 6, 2017 | A | 9,207 | A | — | — | Common Stock | 9,207 | 9,207 | D |
| FY 2017 Stock Appreciation RightF5,F6 | $20.29 | Jun 6, 2017 | A | 6,725 | A | — | Dec 16, 2026 | Common Stock | 6,725 | 6,725 | D |
Explanation of responses
- F1As of the close of business on June 5, 2017, the reporting person had acquired approximately 50 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).
- F2Each restricted stock unit represents a contingent right to receive one (1) share of Valvoline common stock.
- F3Ashland 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 restricted stock units 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 restricted stock unit.
- F4The restricted stock units 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.
- F5Pursuant 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.
- F6Fifty 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.