FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

Huntsman CORP 		2. Issuer Name and Ticker or Trading Symbol

Venator Materials PLC [ VNTR ] 		5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      __ X __ 10% Owner
_____ Officer (give title below)      _____ Other (specify below)
(Last)          (First)          (Middle)

10003 WOODLOCH FOREST DRIVE 		3. Date of Earliest Transaction (MM/DD/YYYY)

1/3/2018
(Street)

THE WOODLANDS, TX 77380
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
6. Individual or Joint/Group Filing (Check Applicable Line)

___ Form filed by One Reporting Person
_ X _ Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1.Title of Security
(Instr. 3) 		2. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. Code
(Instr. 8) 		4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4) 		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Ordinary Shares   1/3/2018     S (1)    1948955   D $21.6562   (2) 56452957   I   (1) See Footnote   (1)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3) 		2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. Code
(Instr. 8) 		5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5) 		6. Date Exercisable and Expiration Date 7. Title and Amount of Securities Underlying Derivative Security
(Instr. 3 and 4) 		8. Price of Derivative Security
(Instr. 5) 		9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares

Explanation of Responses:
(1)  This Form 4 is being filed jointly by (i) Huntsman (Holdings) Netherlands B.V. ("Huntsman Holdings"), a subsidiary owned by Huntsman International LLC ("Huntsman International"), which is a direct wholly-owned subsidiary of Huntsman Corporation ("Huntsman"), and Huntsman International Financial LLC, which is a direct wholly-owned subsidiary of Huntsman International, and (ii) Huntsman. On January 3, 2018, Huntsman Holdings sold 1,948,955 of Venator Materials PLC's ("Venator") ordinary shares, par value $0.001 per share ("Ordinary Shares"), to the public upon the Underwriters' (as defined below) partial exercise of their option to purchase additional ordinary shares pursuant to the Underwriting Agreement, dated November 29, 2017, by and among Venator, Huntsman Holdings and the Underwriters named in Schedule A thereto (the "Underwriters").
(2)  This amount represents the $22.50 public offering price per Ordinary Share less the underwriting discount of $0.84375 per Ordinary Share.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
Huntsman CORP
10003 WOODLOCH FOREST DRIVE
THE WOODLANDS, TX 77380
X

Huntsman (Holdings) Netherlands B.V.
10003 WOODLOCH FOREST DRIVE
THE WOODLANDS, TX 77380
X


Signatures
/s/ Huntsman Corporation, by Russ Stolle, as Attorney-in-Fact 1/4/2018
** Signature of Reporting Person Date

/s/ Huntsman (Holdings) Netherlands B.V., by Russ Stolle, as Attorney-in-Fact 1/4/2018
** Signature of Reporting Person Date


Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB control number.
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