Newlin Stephen D Form 4 Univar / STEPHEN D NEWLIN ownership change

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^*

NEWLIN STEPHEN D

(Last) (First) (Middle)

C/O UNIVAR INC.

3075 HIGHLAND PARKWAY, SUITE 200

(Street)

DOWNERS GROVE IL 60515

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Univar Inc. [ UNVR ]

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

X	Director	10% Owner
X	Officer (give title below)	Other (specify below)
President & CEO

3. Date of Earliest Transaction (Month/Day/Year)
05/31/2016

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)
			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)
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
Restricted Stock Units (RSUs)	(1)	05/31/2016		A		125,000		(2)	(3)	Common Stock	125,000	$0.0000	125,000	D
Restricted Stock Units (RSUs)	(1)	05/31/2016		A		125,000		(2)	(4)	Common Stock	125,000	$0.0000	250,000	D
Restricted Stock Units (RSUs)	(1)	05/31/2016		A		125,000		(2)	(5)	Common Stock	125,000	$0.0000	375,000	D

Explanation of Responses:

1. Each restricted stock unit ("RSU") is equivalent to one share of common stock upon vesting.

2. One-twelfth (1/12) of these RSUs shall become vested and convert into shares of Issuer's common stock on each of the last days of each of the twelve (12) months after the grant date, subject to the Reporting Person's continued employment with the Issuer through each such date ("Time-Based Vesting Condition").

3. Not applicable

4. These RSUs are subject to two vesting conditions: First, the Time-Based Vesting Condition. Second, to the extent the Time-Based Vesting Condition is satisfied, these RSUs will vest if the closing price of Issuer's common stock during any twenty (20) consecutive trading days between the grant date and the third year anniversary of the grant date equals or exceeds $25.

5. These RSUs are subject to two vesting conditions: First, the Time-Based Vesting Condition. Second, to the extent the Time-Based Vesting Condition is satisfied, these RSUs will vest if the closing price of Issuer's common stock during any twenty (20) consecutive trading days between the grant date and the fourth year anniversary of the grant date equals or exceeds $30.

	/s/ Filomena Y. Trombino, Attorney-in-Fact for Stephen D. Newlin	06/01/2016
	** 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).
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