0000947871-17-000890.txt : 20171107 0000947871-17-000890.hdr.sgml : 20171107 20171107200523 ACCESSION NUMBER: 0000947871-17-000890 CONFORMED SUBMISSION TYPE: 4/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170606 FILED AS OF DATE: 20171107 DATE AS OF CHANGE: 20171107 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MITCHELL SAMUEL J CENTRAL INDEX KEY: 0001166068 FILING VALUES: FORM TYPE: 4/A SEC ACT: 1934 Act SEC FILE NUMBER: 001-37884 FILM NUMBER: 171184829 MAIL ADDRESS: STREET 1: 3499 BLAZER PARKWAY CITY: LEXINGTON STATE: KY ZIP: 40509 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: VALVOLINE INC CENTRAL INDEX KEY: 0001674910 STANDARD INDUSTRIAL CLASSIFICATION: MISCELLANEOUS PRODUCTS OF PETROLEUM & COAL [2990] IRS NUMBER: 300939371 FISCAL YEAR END: 0930 BUSINESS ADDRESS: STREET 1: 100 VALVOLINE WAY CITY: LEXINGTON STATE: KY ZIP: 40509 BUSINESS PHONE: 859-357-2591 MAIL ADDRESS: STREET 1: 100 VALVOLINE WAY CITY: LEXINGTON STATE: KY ZIP: 40509 4/A 1 ss62469_4a.xml OWNERSHIP DOCUMENT X0306 4/A 2017-06-06 2017-06-08 0 0001674910 VALVOLINE INC VVV 0001166068 MITCHELL SAMUEL J 100 VALVOLINE WAY LEXINGTON KY 40509 1 1 0 0 Chief Executive Officer Common Stock 2017-06-06 4 A 0 75533 A 138568 D This amendment to the Statement of Beneficial Ownership of Securities on Form 4, filed with the Securities and Exchange Commission on June 8, 2017 (the "Original Form 4"), is being filed to correct the Original Form 4 filing to add 38,035 shares held directly by the Reporting Person that were inadvertently not included on the Original Form 4. Represents the sum of 46,696 shares of restricted stock granted pursuant to the adjustment described in footnote (3) below and 28,837 shares of restricted stock granted pursuant to the plan described in (4) below. Ashland Global Holdings Inc. ("Ashland") distributed to its stockholders on May 12, 2017 (the "Distribution Date") 170,000,000 shares of Valvoline Inc. ("Valvoline") common stock as a pro rata dividend (the "Distribution"). Pursuant to the terms of the Employee Matters Agreement entered into between Ashland and Valvoline dated September 22, 2016 (the "Employee Matters Agreement"), the Reporting Person was entitled to receive the number of shares of restricted stock of Valvoline obtained by dividing (x) the closing price of Ashland common stock on the Distribution Date by (y) the simple arithmetic average of the volume-weighted average price of Valvoline common stock for each of the ten consecutive trading days immediately following the Distribution Date (such quotient, the "Equity Award Exchange Ratio") for each such share of restricted stock. Pursuant to the terms of the Executive Performance Incentive and Retention Program (the "EPIRP"), upon the Distribution, one-third of the Reporting Person's performance-based restricted shares granted under the EPIRP were convertible at "target" level (i.e. 50%) into 5,360 time-vested restricted shares immediately following the 120th day following the consummation of the Distribution. Pursuant to the terms of the EPIRP, each such time-vested restricted share was further adjusted into the number of time-vested restricted shares equal to the Equity Award Exchange Ratio. Includes 75,533 shares of unvested restricted stock. /s/ Anthony Cieri, Attorney-in-Fact 2017-11-07