0001127602-17-020785.txt : 20170607 0001127602-17-020785.hdr.sgml : 20170607 20170607154548 ACCESSION NUMBER: 0001127602-17-020785 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170605 FILED AS OF DATE: 20170607 DATE AS OF CHANGE: 20170607 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: ASHLAND GLOBAL HOLDINGS INC CENTRAL INDEX KEY: 0001674862 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-CHEMICALS & ALLIED PRODUCTS [5160] IRS NUMBER: 812587835 STATE OF INCORPORATION: DE FISCAL YEAR END: 1216 BUSINESS ADDRESS: STREET 1: 50 E RIVERCENTER BLVD CITY: COVINGTON STATE: KY ZIP: 41011 BUSINESS PHONE: 859-815-3333 MAIL ADDRESS: STREET 1: 50 E RIVERCENTER BLVD CITY: COVINGTON STATE: KY ZIP: 41011 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ganz Peter CENTRAL INDEX KEY: 0001337976 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 333-211719 FILM NUMBER: 17897241 MAIL ADDRESS: STREET 1: C/O FOSTER WHEELER LTD. STREET 2: PERRYVILLE CORPORATE PARK CITY: CLINTON STATE: NJ ZIP: 08809-4000 4 1 form4.xml PRIMARY DOCUMENT X0306 4 2017-06-05 0001674862 ASHLAND GLOBAL HOLDINGS INC ASH 0001337976 Ganz Peter 50 E. RIVERCENTER BOULEVARD COVINGTON KY 41012-0391 1 Senior Vice President Common Stock 2017-06-05 4 A 0 13730 0 A 37614 D Restricted Stock Units 2017-06-05 4 A 0 4950 0 A Common Stock 4950 7922 D Stock Appreciation Right 57.96 2017-06-05 4 A 0 9452 0 A 2017-11-16 2026-12-16 Common Stock 9452 20152 D Stock Appreciation Right 59.41 2017-06-05 4 A 0 8613 0 A 2016-11-18 2025-12-18 Common Stock 8613 18363 D Stock Appreciation Right 59.95 2017-06-05 4 A 0 6625 0 A 2015-11-12 2024-12-12 Common Stock 6625 14125 D Stock Appreciation Right 29.50 2017-06-05 4 A 0 2916 0 A 2012-12-02 2022-01-02 Common Stock 2916 6216 D Stock Appreciation Right 37.37 2017-06-05 4 A 0 13693 0 A 2013-11-14 2022-12-14 Common Stock 13693 29193 D Stock Appreciation Right 47.63 2017-06-05 4 A 0 6537 0 A 2014-11-13 2023-12-13 Common Stock 6537 13937 D Represents the sum of 2,814 shares of restricted stock granted pursuant to the adjustment described in clause (a) of this footnote (1) and 10,916 shares of restricted stock granted pursuant to the plan described in clause (b) of this footnote (1). (a) Ashland Global Holdings Inc. ("Ashland") distributed to its stockholders on May 12, 2017 (the "Distribution Date") 170,000,000 shares of Valvoline Inc. common stock as a pro rata dividend (the "Distribution"). Pursuant to the terms of the applicable equity compensation plan, the Reporting Person was entitled to receive the number of shares of restricted stock equal to the quotient of (x) the closing price of Ashland common stock on the Distribution Date and (y) the simple arithmetic average of the volume-weighted average price of Ashland common stock for each of the ten consecutive trading days immediately following the Distribution Date (such quotient, the "Equity Award Adjustment Ratio") for each such share of restricted stock. (b) 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 10,916 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 Adjustment Ratio. Includes 16,914 shares of unvested restricted stock. Balance also includes 19 additional shares of restricted stock acquired in lieu of cash dividends, 10 of which were paid on December 15, 2016 and 9 which were paid on March 15, 2017. Each Restricted Stock Unit represents a right to receive one (1) share of Ashland Common Stock. Represents the sum of 2,627 restricted stock units granted pursuant to the adjustment described in clause (a) of this footnote (4) and 2,323 restricted stock units granted pursuant to the plan described in clause (b) of this footnote (4). (a) Pursuant to the terms of the applicable equity compensation plan, the Reporting Person was entitled to receive the number of restricted stock units equal to the Equity Award Adjustment Ratio for each such restricted stock unit. (b) 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 2,323 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 Adjustment Ratio. The restricted stock units described in clause (a) of footnote (4) vest upon the same terms and conditions as were applicable to the Reporting Person's awards of restricted stock units immediately prior to the Distribution. The restricted stock units described in clause (b) of footnote (4) 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. Balance includes 19 additional restricted stock units acquired in lieu of cash dividends, 10 of which were paid on December 15, 2016, and 9 which were paid on March 15, 2017. Pursuant to the terms of the applicable equity compensation plan, the Reporting Person was entitled to receive the number of stock appreciation rights equal to the Equity Award Adjustment Ratio for each such stock appreciation right, and the original strike price of $109.15 was converted to $57.96. Pursuant to the terms of the applicable equity compensation plan, the Reporting Person was entitled to receive the number of stock appreciation rights equal to the Equity Award Adjustment Ratio for each such stock appreciation right, and the original strike price of $111.89 was converted to $59.41. Stock Appreciation Right granted pursuant to Ashland's incentive plan which vests in three annual installments: 50% after the first year, the next 25% the second year and the remaining 25% the third year. Pursuant to the terms of the applicable equity compensation plan, the Reporting Person was entitled to receive the number of stock appreciation rights equal to the Equity Award Adjustment Ratio for each such stock appreciation right, and the original strike price of $112.91 was converted to $59.95. Pursuant to the terms of the applicable equity compensation plan, the Reporting Person was entitled to receive the number of stock appreciation rights equal to the Equity Award Adjustment Ratio for each such stock appreciation right, and the original strike price of $55.56 was converted to $29.50. Pursuant to the terms of the applicable equity compensation plan, the Reporting Person was entitled to receive the number of stock appreciation rights equal to the Equity Award Adjustment Ratio for each such stock appreciation right, and the original strike price of $70.37 was converted to $37.37. Pursuant to the terms of the applicable equity compensation plan, the Reporting Person was entitled to receive the number of stock appreciation rights equal to the Equity Award Adjustment Ratio for each such stock appreciation right, and the original strike price of $89.69 was converted to $47.63. /s/ Jennifer I. Henkel, Attorney-in-Fact 2017-06-07