0000950157-17-000880.txt : 20170608 0000950157-17-000880.hdr.sgml : 20170608 20170608190259 ACCESSION NUMBER: 0000950157-17-000880 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170606 FILED AS OF DATE: 20170608 DATE AS OF CHANGE: 20170608 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 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: MITCHELL SAMUEL J CENTRAL INDEX KEY: 0001166068 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-37884 FILM NUMBER: 17901247 MAIL ADDRESS: STREET 1: 3499 BLAZER PARKWAY CITY: LEXINGTON STATE: KY ZIP: 40509 4 1 form4.xml X0306 4 2017-06-06 0001674910 VALVOLINE INC VVV 0001166068 MITCHELL SAMUEL J 100 VALVOLINE WAY LEXINGTON KY 40509 true true Chief Executive Officer Common Stock 2017-06-06 4 A 0 75533 A 100533 D Common Stock 5200 I By 401(k) Plan Restricted Stock Unit 2017-06-06 4 A 0 27867 A Common Stock 27867 27867 D FY 2011 Stock Appreciation Right 9.64 2017-06-06 4 A 0 50037 A 2020-12-17 Common Stock 50037 50037 D FY 2012 Stock Appreciation Right 10.33 2017-06-06 4 A 0 52189 A 2022-01-02 Common Stock 52189 52189 D FY 2013 Stock Appreciation Right 13.08 2017-06-06 4 A 0 61874 A 2022-12-14 Common Stock 61874 61874 D FY 2014 Stock Appreciation Right 16.67 2017-06-06 4 A 0 33358 A 2023-12-13 Common Stock 33358 33358 D FY 2015 Stock Appreciation Right 20.99 2017-06-06 4 A 0 31744 A 2024-12-12 Common Stock 31744 31744 D FY 2016 Stock Appreciation Right 20.8 2017-06-06 4 A 0 46002 A 2025-12-18 Common Stock 46002 46002 D FY 2017 Stock Appreciation Right 20.29 2017-06-06 4 A 0 101958 A 2026-12-16 Common Stock 101958 101958 D Unit 2017-06-06 4 A 0 310 22.62 A Common Stock 310 188329 D Represents the sum of 46,696 shares of restricted stock granted pursuant to the adjustment described in footnote (2) below and 28,837 shares of restricted stock granted pursuant to the plan described in (3) 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. As of the close of business on June 5, 2017, the reporting person had acquired approximately 5,200 shares of Valvoline common stock under the Valvoline 401(k) plan (based on the closing price of Valvoline common stock as of the close of business on June 5, 2017). Each restricted stock unit represents a contingent right to receive one (1) share of Valvoline common stock. Represents the sum of 22,038 restricted stock units granted pursuant to the adjustment described in footnote (8) below and 5,829 restricted stock units granted pursuant to the plan described in footnote (9) below. Pursuant to the terms of the Employee Matters Agreement, the Reporting Person was entitled to receive the number of restricted stock units of Valvoline equal to the Equity Award Exchange Ratio for each such restricted stock unit. Pursuant to the terms of the FY 2016-2018 Long Term Incentive Plan (the "LTIP Plan"), upon the Distribution, one-third of the Reporting Person's performance units under the LTIP Plan became convertible into 1,083 time-based, stock-settled restricted stock units immediately following the 120th day following the consummation of the Distribution. Pursuant to the terms of the LTIP Plan, each such time-based, stock settled restricted stock unit was further adjusted into the number of time-based, stock settled restricted stock units equal to the Equity Award Exchange Ratio. The restricted stock units described in footnote (8) above vest upon the same terms and conditions as were applicable to the Reporting Person's awards of restricted stock units of Ashland immediately prior to the Distribution. The restricted stock units described in footnote (9) above vest upon the third anniversary of the grant date (i.e. November 18, 2018) so long as the Reporting Person remains employed through such vesting date. Pursuant to the terms of the Employee Matters Agreement, the Reporting Person was entitled to receive the number of stock appreciation rights of Valvoline equal to the Equity Award Exchange Ratio for each such stock appreciation right, and the original strike price of $51.86 was converted to $9.64. Fifty percent (50%) of the stock appreciation rights vested on November 17, 2011, twenty-five percent (25%) of the stock appreciation rights vested on November 17, 2012 and twenty-five percent (25%) of the stock appreciation rights vested on November 17, 2013. Pursuant to the terms of the Employee Matters Agreement, the Reporting Person was entitled to receive the number of stock appreciation rights of Valvoline equal to the Equity Award Exchange Ratio for each such stock appreciation right, and the original strike price of $55.56 was converted to $10.33. Fifty percent (50%) of the stock appreciation rights vested on December 2, 2012, twenty-five percent (25%) of the stock appreciation rights vested on December 2, 2013 and twenty-five percent (25%) of the stock appreciation rights vested on December 2, 2014. Pursuant to the terms of the Employee Matters Agreement, the Reporting Person was entitled to receive the number of stock appreciation rights of Valvoline equal to the Equity Award Exchange Ratio for each such stock appreciation right, and the original strike price of $70.37 was converted to $13.08. Fifty percent (50%) of the stock appreciation rights vested on November 14, 2013, twenty-five percent (25%) of the stock appreciation rights vested on November 14, 2014 and twenty-five percent (25%) of the stock appreciation rights vested on November 14, 2015. Pursuant to the terms of the Employee Matters Agreement, the Reporting Person was entitled to receive the number of stock appreciation rights of Valvoline equal to the Equity Award Exchange Ratio for each such stock appreciation right, and the original strike price of $89.69 was converted to $16.67. Fifty percent (50%) of the stock appreciation rights vested on November 13, 2014, twenty-five percent (25%) of the stock appreciation rights vested on November 13, 2015 and twenty-five percent (25%) of the stock appreciation rights vested on November 13, 2016. Pursuant to the terms of the Employee Matters Agreement, the Reporting Person was entitled to receive the number of stock appreciation rights of Valvoline equal to the Equity Award Exchange Ratio for each such stock appreciation right, and the original strike price of $112.91 was converted to $20.99. Fifty percent (50%) of the stock appreciation rights vested on November 12, 2015, twenty-five percent (25%) of the stock appreciation rights vested on November 12, 2016 and twenty-five percent (25%) of the stock appreciation rights vest on November 12, 2017. Pursuant to the terms of the Employee Matters Agreement, the Reporting Person was entitled to receive the number of stock appreciation rights of Valvoline equal to the Equity Award Exchange Ratio for each such stock appreciation right, and the original strike price of $111.89 was converted to $20.80. Fifty percent (50%) of the stock appreciation rights vested on November 18, 2016, twenty-five percent (25%) of the stock appreciation rights vest on November 18, 2017 and twenty-five percent (25%) of the stock appreciation rights vest on November 18, 2018. Pursuant to the terms of the Employee Matters Agreement, the Reporting Person was entitled to receive the number of stock appreciation rights of Valvoline equal to the Equity Award Exchange Ratio for each such stock appreciation right, and the original strike price of $109.15 was converted to $20.29. Fifty percent (50%) of the stock appreciation rights vest on November 16, 2017, twenty-five percent (25%) of the stock appreciation rights vest on November 16, 2018 and twenty-five percent (25%) of the stock appreciation rights vest on November 16, 2019. Each unit represents a contingent right to receive one share of Valvoline common stock upon distribution. Subject to the terms and conditons of the Valvoline 2016 Deferred Compensation Plan for Employees (the "Plan"), the Reporting Person may elect to transfer certain units held within the Plan to another hypothetical investment alternative. Shares of Valvoline common stock become payable in respect of the units upon the event of an unforeseeable emergency (as defined in the Plan) or the Reporting Person's death, disability or separation from service, in accordance with the terms of the Plan. The Reporting Person may elect to transfer certain units held within the Plan to another hypothetical investment alternative at any time. /s/ Issa O. Yesufu, Attorney-in-Fact 2017-06-08