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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VALVOLINE INC [ VVV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/11/2021 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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) | |||
Code | V | Amount | (A) or (D) | Price | ||||||
Common Stock | 11/11/2021 | A | 10,419(1) | A | (2) | 24,456 | D | |||
Common Stock | 11/11/2021 | F | 3,345 | D | $35.25 | 21,111 | D | |||
Common Stock | 11/12/2021 | M | 1,274 | A | (2) | 22,385 | D | |||
Common Stock | 11/12/2021 | F | 409 | D | $35.16 | 21,976 | D | |||
Common Stock | 11/12/2021 | M | 1,347 | A | (2) | 23,323 | D | |||
Common Stock | 11/12/2021 | F | 433 | D | $35.16 | 22,890 | D | |||
Common Stock | 11/12/2021 | S | 3,537(3) | D | $35.28 | 19,353 | D | |||
Common Stock | 2,977(4) | I | By 401(k) Plan |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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) | ||||
Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
FY 2022 Restricted Stock Units | (2) | 11/11/2021 | A | 2,890 | (5) | (5) | Common Stock | 2,890 | $0 | 2,890 | D | ||||
FY 2022 Stock Appreciation Rights | $35.25 | 11/11/2021 | A | 10,110 | (6) | 11/11/2031 | Common Stock | 10,110 | $0 | 10,110 | D | ||||
FY 2020 Restricted Stock Units | (2) | 11/12/2021 | M | 1,274 | (5) | (5) | Common Stock | 1,274 | $0 | 1,275 | D | ||||
FY 2021 Restricted Stock Units | (2) | 11/12/2021 | M | 1,347 | (5) | (5) | Common Stock | 1,347 | $0 | 2,696 | D |
Explanation of Responses: |
1. 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. |
2. Restricted stock units and performance stock units convert into Valvoline common stock on a one-for-one basis. |
3. Transaction was effected pursuant to a Rule 10b5-1 Plan adopted by the Reporting Person on August 27, 2021. |
4. 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. |
5. The restricted stock units vest in three equal annual installments beginning on the first anniversary of the grant date. |
6. 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. |
Remarks: |
/s/ Ian C. Lofwall, Attorney-in-Fact | 11/15/2021 | |
** Signature of Reporting Person | Date | |
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |