SEC Form 4 · accession 0000950157-17-000880
VALVOLINE INC · VVV
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Samuel J Mitchell
Officer — Chief Executive Officer · Director
Period of report
Jun 6, 2017
Accepted (ET)
Jun 8, 2017 · 7:02 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,F3,F4 | Jun 6, 2017 | A | 75,533 | — | A | 100,533 | D | |
| Common StockF5 | holding | — | — | — | 5,200 | 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 UnitF7,F8,F9,F6,F10 | — | Jun 6, 2017 | A | 27,867 | A | — | — | Common Stock | 27,867 | 27,867 | D |
| FY 2011 Stock Appreciation RightF11,F12 | $9.64 | Jun 6, 2017 | A | 50,037 | A | — | Dec 17, 2020 | Common Stock | 50,037 | 50,037 | D |
| FY 2012 Stock Appreciation RightF13,F14 | $10.33 | Jun 6, 2017 | A | 52,189 | A | — | Jan 2, 2022 | Common Stock | 52,189 | 52,189 | D |
| FY 2013 Stock Appreciation RightF15,F16 | $13.08 | Jun 6, 2017 | A | 61,874 | A | — | Dec 14, 2022 | Common Stock | 61,874 | 61,874 | D |
| FY 2014 Stock Appreciation RightF17,F18 | $16.67 | Jun 6, 2017 | A | 33,358 | A | — | Dec 13, 2023 | Common Stock | 33,358 | 33,358 | D |
| FY 2015 Stock Appreciation RightF19,F20 | $20.99 | Jun 6, 2017 | A | 31,744 | A | — | Dec 12, 2024 | Common Stock | 31,744 | 31,744 | D |
| FY 2016 Stock Appreciation RightF21,F22 | $20.80 | Jun 6, 2017 | A | 46,002 | A | — | Dec 18, 2025 | Common Stock | 46,002 | 46,002 | D |
| FY 2017 Stock Appreciation RightF23,F24 | $20.29 | Jun 6, 2017 | A | 101,958 | A | — | Dec 16, 2026 | Common Stock | 101,958 | 101,958 | D |
| UnitF25,F26 | — | Jun 6, 2017 | A | 310 | A | — | — | Common Stock | 310 | 188,329 | D |
Explanation of responses
- F1Represents the sum of 46,696 shares of restricted stock granted pursuant to the adjustment described in footnote (2) below and 28,837 shares of restricted stock granted pursuant to the plan described in (3) below.
- F10The restricted stock units described in footnote (8) 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 (9) 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.
- 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 $51.86 was converted to $9.64.
- F12Fifty percent (50%) of the stock appreciation rights vested on November 17, 2011, twenty-five percent (25%) of the stock appreciation rights vested on November 17, 2012 and twenty-five percent (25%) of the stock appreciation rights vested on November 17, 2013.
- 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 $55.56 was converted to $10.33.
- F14Fifty percent (50%) of the stock appreciation rights vested on December 2, 2012, twenty-five percent (25%) of the stock appreciation rights vested on December 2, 2013 and twenty-five percent (25%) of the stock appreciation rights vested on December 2, 2014.
- F15Pursuant 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.
- F16Fifty 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.
- F17Pursuant 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.
- F18Fifty 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.
- F19Pursuant 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.
- F2Ashland 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.
- F20Fifty 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.
- F21Pursuant 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.
- F22Fifty 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.
- F23Pursuant 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.
- F24Fifty 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.
- F25Each unit represents a contingent right to receive one share of Valvoline common stock upon distribution. Subject to the terms and conditons of the Valvoline 2016 Deferred Compensation Plan for Employees (the "Plan"), the Reporting Person may elect to transfer certain units held within the Plan to another hypothetical investment alternative.
- F26Shares 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.
- F3Pursuant 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 5,360 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 Exchange Ratio.
- F4Includes 75,533 shares of unvested restricted stock.
- F5As of the close of business on June 5, 2017, the reporting person had acquired approximately 5,200 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).
- F6Each restricted stock unit represents a contingent right to receive one (1) share of Valvoline common stock.
- F7Represents the sum of 22,038 restricted stock units granted pursuant to the adjustment described in footnote (8) below and 5,829 restricted stock units granted pursuant to the plan described in footnote (9) below.
- F8Pursuant 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.
- F9Pursuant 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 1,083 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.