Pallash Robert C Form 4 Livent / Robert C Pallash 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^*

Pallash Robert C

(Last) (First) (Middle)

C/O LIVENT CORPORATION

2929 WALNUT STREET

(Street)

PHILADELPHIA PA 19104

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Livent Corp. [ LTHM ]

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)
03/01/2019

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	03/01/2019		A		31,565(1)(2)	A	(1)(2)	34,524	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

Explanation of Responses:

1. Represents the grant of restricted stock units ("Livent RSUs") with respect to shares of common stock of Livent Corporation ("Livent"), par value $0.001 per share ("Livent Common Stock"), in connection with the adjustment of certain restricted stock units with respect to shares of common stock of FMC Corporation ("FMC"), par value $0.10 per share ("FMC Common Stock"), held by the Reporting Person as of March 1, 2019, in accordance with the terms of the Amended and Restated Employee Matters Agreement, dated as of February 4, 2019, by and between Livent and FMC ("EMA") and the anti-dilution adjustment provisions under the FMC Incentive Compensation and Stock Plan ("FMC Plan"), in connection with the prorata spinoff distribution ("Distribution") by FMC of all of its shares of Livent Common Stock to the holders of record of FMC Common Stock on February 25, 2019 ("Record Date").

2. The Livent RSUs were granted pursuant to the Livent Corporation Incentive Compensation and Stock Plan ("Livent Plan") in a manner intended to preserve the aggregate intrinsic value of the awards, and are generally subject to the same terms and conditions (including vesting and payment schedules) as applicable to the corresponding FMC restricted stock units.

	/s/ Sara Ponessa, as Attorney-in-Fact	03/05/2019
	** 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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