SEC Form 4 · accession 0001104659-17-052751
Venator Materials PLC · VNTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Reporting owner
Kurt Ogden
Officer — See Remarks
Period of report
Aug 16, 2017
Accepted (ET)
Aug 18, 2017 · 9:01 pm EDT
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001705682
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Stock OptionsF1,F2,F3 | $17.13 | Aug 16, 2017 | A | 5,463 | A | — | Feb 4, 2025 | Ordinary Shares | 5,463 | 5,463 | D |
| Stock OptionsF1,F4,F3 | $6.67 | Aug 16, 2017 | A | 34,491 | A | — | Feb 3, 2026 | Ordinary Shares | 34,491 | 34,491 | D |
| Stock OptionsF1,F5,F3 | $15.81 | Aug 16, 2017 | A | 17,968 | A | — | Feb 1, 2027 | Ordinary Shares | 17,968 | 17,968 | D |
| Restricted Stock UnitsF1,F6,F7 | — | Aug 16, 2017 | A | 2,433 | A | — | — | Ordinary Shares | 2,433 | 2,433 | D |
| Restricted Stock UnitsF1,F6,F8 | — | Aug 16, 2017 | A | 11,444 | A | — | — | Ordinary Shares | 11,444 | 11,444 | D |
| Restricted Stock UnitsF1,F6,F9 | — | Aug 16, 2017 | A | 8 | A | — | — | Ordinary Shares | 8 | 8 | D |
Explanation of responses
- F1The restricted stock units and the options were awarded under the Venator Materials 2017 Stock Incentive Plan to Mr. Ogden in connection with the initial public offering of ordinary shares, par value $0.001 per share ("Ordinary Shares"), in the capital of Venator Materials PLC (the "Company'). The restricted stock units and the options were converted from awards of the Company's parent in connection with the initial public offering of Ordinary Shares by the Company.
- F2Each option represents a contingent right to purchase one Ordinary Share at an exercise price of $17.13 per share. The options vest and become exercisable on February 4, 2018.
- F3Each option may not be exercised on or after the earliest of the following to take place of (i) the date that is ten (10) years following the date of grant (which is tied to the original grant date of the parent award), (ii) the expiry of the period of six months following certain changes of control and (iii) the expiry of the period during which any person or groups of persons is bound or entitled under Sections 979 to 982 or Sections 983 to 985 of the Companies Act 2006 (or similar law of another jurisdiction) to acquire shares of the same class as the Ordinary Shares.
- F4Each option represents a contingent right to purchase one Ordinary Share at an exercise price of $6.67 per share. The options vest and become exercisable in two substantially equal installments on each of February 3, 2018 and February 3, 2019.
- F5Each option represents a contingent right to purchase one Ordinary Share at an exercise price of $15.81 per share. The options vest and become exercisable in three substantially equal installments on each of February 1, 2018, February 1, 2019 and February 1, 2020.
- F6Each restricted stock unit represents the contingent right to receive one Ordinary Share or an amount of cash equal to the fair market value of an Ordinary Share on the vesting date that would otherwise be issued to Mr. Ogden.
- F7The restricted stock units will vest on February 4, 2018, provided that Mr. Ogden remains continuously employed by the Company as of the applicable vesting date.
- F8The restricted stock units will vest in two substantially equal installments on each of February 3, 2018 and February 3, 2019, in each case provided that Mr. Ogden remains continuously employed by the Company as of the applicable vesting date.
- F9The restricted stock units will vest in three substantially equal installments on each of February 1, 2018, February 1, 2019 and February 1, 2020, in each case provided that Mr. Ogden remains continuously employed by the Company as of the applicable vesting date.
Remarks
Senior Vice President and Chief Financial Officer