SEC Form 4 · accession 0001104659-18-071083
Venator Materials PLC · VNTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Dec 3, 2018
Accepted (ET)
Dec 3, 2018 · 4:18 pm EST
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 |
|---|---|---|---|---|---|---|---|---|---|---|---|
| Post-paid share sale contractF1,F2 | — | Dec 3, 2018 | J | 4,334,389 | A | — | — | Ordinary Shares | 4,334,389 | 4,334,389 | I |
Explanation of responses
- F1On December 3, 2018, Huntsman (Holdings) Netherlands B.V. ("Huntsman Holdings") entered into a post-paid share sale transaction (the "Transaction") with Bank of America N.A. ("Dealer"). Pursuant to the Transaction, Huntsman Holdings sold an aggregate of 4,334,389 Ordinary Shares to Dealer at a price to be determined based on the average of the daily volume weighted average price of the Ordinary Shares over an agreed period. The Transaction immediately allows the Huntsman Corporation ("Huntsman") to deconsolidate Venator Materials PLC. Huntsman Holdings delivered the Ordinary Shares to the Dealer on or about December 3, 2018. Payment by Dealer to Huntsman Holdings for the Ordinary Shares will occur in increments during the first quarter of 2019.
- F2This Form 4 is being filed jointly by (i) Huntsman Holdings, a direct wholly-owned subsidiary of Huntsman International LLC, which is a direct wholly-owned subsidiary of Huntsman, and (ii) Huntsman.