SEC Form 4 · accession 0001104659-19-006101
Venator Materials PLC · VNTR
Statement of changes in beneficial ownership, as filed. Original on EDGAR ↗
Period of report
Feb 4, 2019
Accepted (ET)
Feb 6, 2019 · 5:00 pm EST
Rule 10b5-1 plan
unknown — predates the checkbox
Issuer CIK
0001705682
Table I — non-derivative securities
| Security | Date | Code | Shares | Price | A/D | Owned after | D/I | Nature of ownership |
|---|---|---|---|---|---|---|---|---|
| Ordinary SharesF2 | Feb 6, 2019 | J | 4,334,389 | $4.3626 | D | 52,118,568 | I | See Footnote |
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 | — | Feb 4, 2019 | J | 4,334,389 | D | — | — | Ordinary Shares | 4,334,389 | 0 | 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. Huntsman Holdings delivered the Ordinary Shares to Dealer on December 3, 2018. On February 4, 2019, Dealer accelerated the final settlement of the Transaction to February 6, 2019. The Transaction immediately allowed the Huntsman Corporation ("Huntsman") to deconsolidate Venator Materials PLC on or about December 3, 2018.
- 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.