SEC FORM 4

SEC Form 4

FORM 4

UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

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).

1. Name and Address of Reporting Person^*

Turner Simon

(Last)

(First)

(Middle)

10001 WOODLOCH FOREST DRIVE, SUITE 600

(Street)

THE WOODLANDS

77380

(City)

(State)

(Zip)

2. Issuer Name and Ticker or Trading Symbol
Venator Materials PLC [ VNTR ]

5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
	See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
08/16/2017

4. If Amendment, Date of Original Filed (Month/Day/Year)

6. Individual or Joint/Group Filing (Check Applicable Line)

X	Form filed by One Reporting Person
	Form filed by More than One Reporting Person

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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 Following Reported Transaction(s) (Instr. 3 and 4)	6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)

Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Stock Options⁽¹⁾	$17.13	08/16/2017		A		11,145		⁽²⁾	02/04/2025⁽³⁾	Ordinary Shares	11,145	$0	11,145	D
Stock Options⁽¹⁾	$6.67	08/16/2017		A		54,268		⁽⁴⁾	02/03/2026⁽³⁾	Ordinary Shares	54,268	$0	54,268	D
Stock Options⁽¹⁾	$15.81	08/16/2017		A		57,496		⁽⁵⁾	02/01/2027⁽³⁾	Ordinary Shares	57,496	$0	57,496	D
Restricted Stock Units⁽¹⁾	⁽⁶⁾	08/16/2017		A		6,617		⁽⁷⁾	⁽⁷⁾	Ordinary Shares	6,617	$0	6,617	D
Restricted Stock Units⁽¹⁾	⁽⁶⁾	08/16/2017		A		24,010		⁽⁸⁾	⁽⁸⁾	Ordinary Shares	24,010	$0	24,010	D
Restricted Stock Units⁽¹⁾	⁽⁶⁾	08/16/2017		A		25,315		⁽⁹⁾	⁽⁹⁾	Ordinary Shares	25,315	$0	25,315	D
Restricted Stock Units⁽¹⁾	⁽⁶⁾	08/16/2017		A		4,783		⁽¹⁰⁾	⁽¹⁰⁾	Ordinary Shares	4,783	$0	4,783	D
Restricted Stock Units⁽¹⁾	⁽⁶⁾	08/16/2017		A		51,107		⁽¹¹⁾	⁽¹¹⁾	Ordinary Shares	51,107	$0	51,107	D

Explanation of Responses:

1. The restricted stock units and the options were awarded under the Venator Materials 2017 Stock Incentive Plan to Mr. Turner in connection with the initial public offering of ordinary shares, par value $0.001 per share ("Ordinary Shares"), in the capital of Venator Materials PLC (the "Company'). The restricted stock units and the options were converted from awards of the Company's parent in connection with the initial public offering of Ordinary Shares by the Company.

2. Each option represents a contingent right to purchase one Ordinary Share at an exercise price of $17.13 per share. The options vest and become exercisable on February 4, 2018.

3. Each option may not be exercised on or after the earliest of the following to take place of (i) the date that is ten (10) years following the date of grant (which is tied to the original grant date of the parent award), (ii) the expiry of the period of six months following certain changes of control and (iii) the expiry of the period during which any person or groups of persons is bound or entitled under Sections 979 to 982 or Sections 983 to 985 of the Companies Act 2006 (or similar law of another jurisdiction) to acquire shares of the same class as the Ordinary Shares.

4. Each option represents a contingent right to purchase one Ordinary Share at an exercise price of $6.67 per share. The options vest and become exercisable in two substantially equal installments on each of February 3, 2018 and February 3, 2019.

5. Each option represents a contingent right to purchase one Ordinary Share at an exercise price of $15.81 per share. The options vest and become exercisable in three substantially equal installments on each of February 1, 2018, February 1, 2019 and February 1, 2020.

6. Each restricted stock unit represents the contingent right to receive one Ordinary Share or an amount of cash equal to the fair market value of an Ordinary Share on the vesting date that would otherwise be issued to Mr. Turner.

7. The restricted stock units will vest on February 4, 2018, provided that Mr. Turner remains continuously employed by the Company as of the applicable vesting date.

8. The restricted stock units will vest in two substantially equal installments on each of February 3, 2018 and February 3, 2019, in each case provided that Mr. Turner remains continuously employed by the Company as of the applicable vesting date.

9. The restricted stock units will vest in three substantially equal installments on each of February 1, 2018, February 1, 2019 and February 1, 2020, in each case provided that Mr. Turner remains continuously employed by the Company as of the applicable vesting date.

10. The restricted stock units will vest on December 31, 2017, provided that Mr. Turner remains continuously employed by the Company as of the applicable vesting date.

11. The restricted stock units will vest on December 31, 2018, provided that Mr. Turner remains continuously employed by the Company as of the applicable vesting date.

Remarks:

President and Chief Executive Officer

	/s/ Simon Turner, by Sean Pettey, as Attorney-in-Fact	08/18/2017
	** Signature of Reporting Person	Date
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