Statement of Changes in Beneficial Ownership (4)
November 15 2021 - 5:45PM
Edgar (US Regulatory)
FORM 4
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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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OMB Number:
3235-0287
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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
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1. Name and Address of Reporting Person
*
Matheys Heidi J. |
2. Issuer Name and Ticker or Trading Symbol
VALVOLINE INC
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VVV
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
_____ Director _____ 10% Owner __X__ Officer (give title below) _____ Other (specify below) SVP, Chief Marketing Officer |
(Last)
(First)
(Middle)
100 VALVOLINE WAY |
3. Date of Earliest Transaction
(MM/DD/YYYY)
11/11/2021 |
(Street)
LEXINGTON, KY 40509
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
_X
_ Form filed by One Reporting Person
___ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security (Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code (Instr. 8)
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Common Stock | 11/11/2021 | | A | | 6951 (1) | A | (2) | 32003 | D | |
Common Stock | 11/11/2021 | | F | | 2232 | D | $35.25 | 29771 | D | |
Common Stock | 11/12/2021 | | M | | 882 | A | (2) | 30653 | D | |
Common Stock | 11/12/2021 | | F | | 284 | D | $35.16 | 30369 | D | |
Common Stock | 11/12/2021 | | M | | 932 | A | (2) | 31301 | D | |
Common Stock | 11/12/2021 | | F | | 300 | D | $35.16 | 31001 | D | |
Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
FY 2022 Restricted Stock Units | (2) | 11/11/2021 | | A | | 1990 | | (3) | (3) | Common Stock | 1990.0 | $0 | 1990 | D | |
FY 2022 Stock Appreciation Rights | $35.25 | 11/11/2021 | | A | | 6950 | | (4) | 11/11/2031 | Common Stock | 6950.0 | $0 | 6950 | D | |
FY 2020 Restricted Stock Units | (2) | 11/12/2021 | | M | | | 882 | (3) | (3) | Common Stock | 882.0 | $0 | 882 | D | |
FY 2021 Restricted Stock Units | (2) | 11/12/2021 | | M | | | 932 | (3) | (3) | Common Stock | 932.0 | $0 | 1868 | D | |
Explanation of Responses: |
(1) | Represents shares earned from the FY19-FY21 performance stock unit ("PSU") award granted on November 19, 2018, as certified by the Compensation Committee of the Board of Directors on November 11, 2021. Earned PSUs became 100% vested on the last day of the performance period. The PSUs were measured against EPS performance goals over three separate one-year measurement periods for each of FY19, FY20 and FY21, and a fourth cumulative FY19-FY21 measurement period with a potential payout of 0% to 200% of Target. Each measurement period was weighted equally at 25%. The entire PSU payout was subject to a payment modifier (-25%, 0% or +25%) based on Valvoline's FY19-FY21 total shareholder return relative to the companies in the S&P MidCap 400 Index. Based on Valvoline's EPS performance and relative TSR performance, the Compensation Committee awarded a PSU payout equal to 144.5% of Target. |
(2) | Restricted stock units and performance stock units convert into Valvoline common stock on a one-for-one basis. |
(3) | The restricted stock units vest in three equal annual installments beginning on the first anniversary of the grant date. |
(4) | Fifty percent (50%) of the stock appreciation rights vest on the first anniversary of the grant date and 25% vest on each of the second and third anniversaries of the grant date. |
Reporting Owners
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Reporting Owner Name / Address | Relationships |
Director | 10% Owner | Officer | Other |
Matheys Heidi J. 100 VALVOLINE WAY LEXINGTON, KY 40509 |
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| SVP, Chief Marketing Officer |
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Signatures
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/s/ Ian C. Lofwall, Attorney-in-Fact | | 11/15/2021 |
**Signature of Reporting Person | Date |
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