| FORM 5 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ANNUAL STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP 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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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
| Form 3 Holdings Reported. | |||||||||||||||||
| Form 4 Transactions Reported. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NEWMARKET CORP [ NEU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Statement for Issuer's Fiscal Year Ended
(Month/Day/Year) 12/31/2020 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned at end of Issuer's Fiscal Year (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||||||
| Amount | (A) or (D) | Price | |||||||||||||
| Common Stock | 03/27/2020 | G | 1,215 | D | $0.00 | 44,292(1)(2) | D | ||||||||
| Common Stock | 03/27/2020 | G | 81 | A | $0.00 | 44,373 | D | ||||||||
| Common Stock | 03/27/2020 | G | 81 | A | $0.00 | 4,813 | I | Shares held by reporting person's wife | |||||||
| Common Stock | 03/27/2020 | G | 243 | A | $0.00 | 1,344 | I | Shares held as trustee for grandchild (trust 1) | |||||||
| Common Stock | 03/27/2020 | G | 243 | A | $0.00 | 896 | I | Shares held as trustee for grandchild (trust 2) | |||||||
| Common Stock | 03/27/2020 | G | 162 | A | $0.00 | 679 | I | Shares held as trustee for grandchild (trust 3) | |||||||
| Common Stock | 03/27/2020 | G | 243 | A | $0.00 | 586 | I | Shares held as trustee for grandchild (trust 4) | |||||||
| Common Stock | 03/27/2020 | G | 162 | A | $0.00 | 285 | I | Shares held as trustee for grandchild (trust 5) | |||||||
| Common Stock | 04/21/2020 | G | 1,025 | D | $0.00 | 43,348 | D | ||||||||
| Common Stock | 09/04/2020 | G | 9,757 | A | $0.00 | 53,105 | D | ||||||||
| Common Stock | 09/04/2020 | G | 13,853 | D | $0.00 | 0(1) | I | By grantor retained annuity trust (2015) | |||||||
| Common Stock | 09/22/2020 | G | 86 | A | $0.00 | 765 | I | Shares held as trustee for grandchild (trust 3) | |||||||
| Common Stock | 09/22/2020 | G | 86 | A | $0.00 | 371 | I | Shares held as trustee for grandchild (trust 5) | |||||||
| Common Stock | 12/22/2020 | G | 75 | D | $0.00 | 53,030 | D | ||||||||
| Common Stock | 12/22/2020 | G | 150 | A | $0.00 | 150 | I | Shares held as trustee for grandchild (trust 6) | |||||||
| Common Stock | 35,414(3) | I | NewMarket Savings Plan | ||||||||||||
| Common Stock | 217,061(2) | I | 2020 GRAT | ||||||||||||
| Common Stock | 206,407 | I | Shares held as co-trustee fbo (among others reporting Floyd D. Gottwald) | ||||||||||||
| Common Stock | 6,889 | I | Shares held as co-trustee fbo children dtd. 12/16/91 | ||||||||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | ||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction 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 (Month/Day/Year) | 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: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | |||||||||
| Explanation of Responses: |
| 1. On September 4, 2020, 75,815 shares of the Company's common stock were transferred out of the 2015 GRAT as an annuity payment to the reporting person's directly held account. Following such payment, the trust was terminated, and the remaining 13,853 shares were transferred to the remaindermen of the trust. |
| 2. On October 26, 2020, the reporting person contributed shares of the Company's stock to a grantor retained annuity trust for the benefit of himself and his adult children. The reporting person is trustee and sole annuitant of the 2020 GRAT. |
| 3. The increase in shares is due to periodic purchases by the Plan Trustee pursuant to the Plan. |
| Remarks: |
| /s/ Anne-Marie Anderson (by Power of Attorney for Thomas E. Gottwald) | 02/10/2021 | |
| ** 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 Number. | ||