0001104659-17-052751.txt : 20170818 0001104659-17-052751.hdr.sgml : 20170818 20170818210104 ACCESSION NUMBER: 0001104659-17-052751 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20170816 FILED AS OF DATE: 20170818 DATE AS OF CHANGE: 20170818 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Ogden Kurt CENTRAL INDEX KEY: 0001713161 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-38176 FILM NUMBER: 171042044 MAIL ADDRESS: STREET 1: 10001 WOODLOCH FOREST DRIVE STREET 2: SUITE 600 CITY: THE WOODLANDS STATE: TX ZIP: 77380 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: Venator Materials PLC CENTRAL INDEX KEY: 0001705682 STANDARD INDUSTRIAL CLASSIFICATION: INDUSTRIAL ORGANIC CHEMICALS [2860] IRS NUMBER: 000000000 STATE OF INCORPORATION: X0 FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: TITANIUM HOUSE, HANZARD DRIVE CITY: WYNYARD PARK, STOCKTON-ON-TEES STATE: X0 ZIP: TS22 5FD BUSINESS PHONE: 44 (0) 1740 608 001 MAIL ADDRESS: STREET 1: TITANIUM HOUSE, HANZARD DRIVE CITY: WYNYARD PARK, STOCKTON-ON-TEES STATE: X0 ZIP: TS22 5FD 4 1 a4.xml 4 X0306 4 2017-08-16 0 0001705682 Venator Materials PLC VNTR 0001713161 Ogden Kurt 10001 WOODLOCH FOREST DRIVE, SUITE 600 THE WOODLANDS TX 77380 0 1 0 0 See Remarks Stock Options 17.13 2017-08-16 4 A 0 5463 0 A 2025-02-04 Ordinary Shares 5463 5463 D Stock Options 6.67 2017-08-16 4 A 0 34491 0 A 2026-02-03 Ordinary Shares 34491 34491 D Stock Options 15.81 2017-08-16 4 A 0 17968 0 A 2027-02-01 Ordinary Shares 17968 17968 D Restricted Stock Units 2017-08-16 4 A 0 2433 0 A Ordinary Shares 2433 2433 D Restricted Stock Units 2017-08-16 4 A 0 11444 0 A Ordinary Shares 11444 11444 D Restricted Stock Units 2017-08-16 4 A 0 7.911 0 A Ordinary Shares 7.911 7.911 D The restricted stock units and the options were awarded under the Venator Materials 2017 Stock Incentive Plan to Mr. Ogden 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. 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. 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. 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. 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. 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. Ogden. The restricted stock units will vest on February 4, 2018, provided that Mr. Ogden remains continuously employed by the Company as of the applicable vesting date. 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. Ogden remains continuously employed by the Company as of the applicable vesting date. 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. Ogden remains continuously employed by the Company as of the applicable vesting date. Senior Vice President and Chief Financial Officer /s/ Kurt D. Ogden, by Sean Pettey, as Attorney-in-Fact 2017-08-18