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
Venator Materials PLC [ VNTR ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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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)
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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 |
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 | ||||||||
Stock Options(1) | $17.13 | 08/16/2017 | A | 4,370 | (2) | 02/04/2025(3) | Ordinary Shares | 4,370 | $0 | 4,370 | D | ||||
Stock Options(1) | $6.67 | 08/16/2017 | A | 30,149 | (4) | 02/03/2026(3) | Ordinary Shares | 30,149 | $0 | 30,149 | D | ||||
Stock Options(1) | $15.81 | 08/16/2017 | A | 14,374 | (5) | 02/01/2027(3) | Ordinary Shares | 14,374 | $0 | 14,374 | D | ||||
Restricted Stock Units(1) | (6) | 08/16/2017 | A | 15,635 | (7) | (7) | Ordinary Shares | 15,635 | $0 | 15,635 | D | ||||
Restricted Stock Units(1) | (6) | 08/16/2017 | A | 1,947 | (8) | (8) | Ordinary Shares | 1,947 | $0 | 1,947 | D | ||||
Restricted Stock Units(1) | (6) | 08/16/2017 | A | 10,004 | (9) | (9) | Ordinary Shares | 10,004 | $0 | 10,004 | D | ||||
Restricted Stock Units(1) | (6) | 08/16/2017 | A | 6,329 | (10) | (10) | Ordinary Shares | 6,329 | $0 | 6,329 | D |
Explanation of Responses: |
1. The restricted stock units and the options were awarded under the Venator Materials 2017 Stock Incentive Plan to Mrs. Buberl 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 Mrs. Buberl. |
7. The restricted stock units will vest on October 14, 2017, provided that Mrs. Buberl remains continuously employed by the Company as of the applicable vesting date. |
8. The restricted stock units will vest on February 4, 2018, provided that Mrs. Buberl remains continuously employed by the Company as of the applicable vesting date. |
9. 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 Mrs. Buberl remains continuously employed by the Company as of the applicable vesting date. |
10. 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 Mrs. Buberl remains continuously employed by the Company as of the applicable vesting date. |
Remarks: |
Vice President, Color Pigments and Timber Treatment |
/s/ Jan Buberl, by Sean Pettey, as Attorney-in-Fact | 08/18/2017 | |
** 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. |