0001674910-21-000118.txt : 20211115 0001674910-21-000118.hdr.sgml : 20211115 20211115174816 ACCESSION NUMBER: 0001674910-21-000118 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20211111 FILED AS OF DATE: 20211115 DATE AS OF CHANGE: 20211115 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: 211412992 MAIL ADDRESS: STREET 1: 100 VALVOLINE WAY 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 1 wf-form4_163701646376253.xml FORM 4 X0306 4 2021-11-11 0 0001674910 VALVOLINE INC VVV 0001166068 MITCHELL SAMUEL J 100 VALVOLINE WAY LEXINGTON KY 40509 1 1 0 0 Chief Executive Officer Common Stock 2021-11-11 4 A 0 98969 A 363616 D Common Stock 2021-11-11 4 F 0 46615 35.25 D 317001 D Common Stock 2021-11-12 4 M 0 11263 A 328264 D Common Stock 2021-11-12 4 F 0 5305 35.16 D 322959 D Common Stock 2021-11-12 4 M 0 11909 A 334868 D Common Stock 2021-11-12 4 F 0 5610 35.16 D 329258 D Common Stock 5571 I By 401(k) Plan FY 2022 Restricted Stock Units 2021-11-11 4 A 0 21110 0 A Common Stock 21110.0 21110 D FY 2022 Stock Appreciation Rights 35.25 2021-11-11 4 A 0 73870 0 A 2031-11-11 Common Stock 73870.0 73870 D FY 2020 Restricted Stock Units 2021-11-12 4 M 0 11263 0 D Common Stock 11263.0 11264 D FY 2021 Restricted Stock Units 2021-11-12 4 M 0 11909 0 D Common Stock 11909.0 23820 D 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. Restricted stock units and performance stock units convert into Valvoline common stock on a one-for-one basis. Represents the approximate number of shares of Valvoline common stock held by the Reporting Person in the Valvoline 401(k) Plan based on the closing price of Valvoline common stock as of the close of business on the earliest Transaction Date. The restricted stock units vest in three equal annual installments beginning on the first anniversary of the grant date. 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. /s/ Ian C. Lofwall, Attorney-in-Fact 2021-11-15