| 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) 02/25/2021 | ||||||||||||||||||||||||||
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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 | 02/25/2021 | M | 8,070 | A | $16.67 | 8,070 | D | |||
| Common Stock | 02/25/2021 | F | 6,314(1) | D | $25.04 | 1,756 | D | |||
| Common Stock | 02/25/2021 | M | 7,801 | A | $20.99 | 9,557 | D | |||
| Common Stock | 02/25/2021 | F | 6,929(1) | D | $25.03 | 2,628 | D | |||
| Common Stock | 02/25/2021 | M | 9,684 | A | $20.8 | 12,312 | D | |||
| Common Stock | 02/25/2021 | F | 8,564(1) | D | $25.03 | 3,748 | D | |||
| Common Stock | 02/25/2021 | M | 11,298 | A | $20.29 | 15,046 | D | |||
| Common Stock | 02/25/2021 | F | 9,835(1) | D | $25.03 | 5,211 | D | |||
| Common Stock | 02/25/2021 | M | 7,875 | A | $20.37 | 13,086 | D | |||
| Common Stock | 02/25/2021 | F | 6,874(1) | D | $25.02 | 6,212 | D | |||
| Common Stock | 02/25/2021 | S | 6,212 | D | $25.01(2) | 0 | D | |||
| Common Stock | 4,735(3) | I | By 401(k) Plan | |||||||
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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 2014 Stock Appreciation Right | $16.67 | 02/25/2021 | M | 8,070 | (4) | 12/13/2023 | Common Stock | 8,070 | $0 | 0 | D | ||||
| FY 2015 Stock Appreciation Right | $20.99 | 02/25/2021 | M | 7,801 | (4) | 12/12/2024 | Common Stock | 7,801 | $0 | 0 | D | ||||
| FY 2016 Stock Appreciation Right | $20.8 | 02/25/2021 | M | 9,684 | (4) | 12/18/2025 | Common Stock | 9,684 | $0 | 0 | D | ||||
| FY 2017 Stock Appreciation Right | $20.29 | 02/25/2021 | M | 11,298 | (4) | 12/16/2026 | Common Stock | 11,298 | $0 | 0 | D | ||||
| Stock Appreciation Right | $20.37 | 02/25/2021 | M | 7,875 | (4) | 11/19/2028 | Common Stock | 7,875 | $0 | 2,625 | D | ||||
| Explanation of Responses: |
| 1. Shares withheld by Valvoline to cover the exercise price and applicable withholding taxes on the Reporting Person's exercise of stock appreciation rights. |
| 2. The price reported in Column 4 is a weighted average price. These shares of Valvoline common stock were sold in multiple transactions at prices ranging from $25.00 to $25.075, inclusive. Upon request, the Reporting Person will provide to Valvoline, any security holder of Valvoline, or the staff of the Securities and Exchange Commission full information regarding the shares of Valvoline common stock sold at each separate price within the range set forth in this footnote. |
| 3. 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 Transaction Date. |
| 4. 50% of the Stock Appreciation Rights vested on the first anniversary of the grant date and 25% vested on each of the second and third anniversaries of the grant date. |
| Remarks: |
| /s/ Ian C. Lofwall, Attorney-in-Fact | 03/01/2021 | |
| ** 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. | ||