Dempsey William G Form 4 ASHLAND GLOBAL / WILLIAM G DEMPSEY 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^*

DEMPSEY WILLIAM G

(Last) (First) (Middle)

640 WATERSIDE DRIVE

(Street)

MARCO ISLAND FL 34145

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
ASHLAND GLOBAL HOLDINGS INC [ ASH ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
06/02/2017

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
Common Stock	06/05/2017		A		883	A	$0(1)	1,883(2)	D

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	(3)	06/02/2017		A		1,240		(4)	(4)	Common Stock	1,240	$0(5)	2,643(6)	D

Explanation of Responses:

1. Represents 883 shares of restricted stock granted pursuant to the adjustment described in this footnote. Ashland Global Holdings Inc. ("Ashland") distributed to its stockholders on May 12, 2017 (the "Distribution Date") 170,000,000 shares of Valvoline Inc. common stock as a pro rata dividend (the "Distribution"). Pursuant to the terms of the applicable equity compensation plan, the Reporting Person was entitled to receive the number of shares of restricted stock equal to the quotient of (x) the closing price of Ashland common stock on the Distribution Date and (y) the simple arithmetic average of the volume-weighted average price of Ashland common stock for each of the ten consecutive trading days immediately following the Distribution Date (such quotient, the "Equity Award Adjustment Ratio") for each such share of restricted stock.

2. Balance includes 1,883 shares of unvested Restricted Stock.

3. Each Restricted Stock Unit represents a right to receive one (1) share of Ashland Common Stock.

4. The Restricted Stock Units are payable upon the same terms and conditions as were applicable to the Reporting Person's awards of Restricted Stock Units immediately prior to the Distribution.

5. Pursuant to the terms of Ashland's Deferred Compensation Plan for Non-Employee Directors, the Reporting Person was entitled to receive the number of Restricted Stock Units equal to the Equity Award Adjustment Ratio for each such Restricted Stock Unit. Restricted Stock Units were acquired pursuant to Ashland's Deferred Compensation Plan for Non--Employee Directors. One (1) Restricted Stock Unit is the equivalent of one (1) share of common stock.

6. Balance includes 4 additional Restricted Stock Units acquired in lieu of cash dividends paid on March 15, 2017, pursuant to Ashland's Deferred Compensation Plan for Non-Employee Directors, exempt under Rule 16b-3 and converted as described above in footnote 5.

	/s/ Jennifer I. Henkel, Attorney-in-Fact	06/06/2017
	** Signature of Reporting Person	Date
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