James A Varilek Form 4 OLIN / JAMES A VARILEK 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^*

VARILEK JAMES A

(Last) (First) (Middle)

C/O OLIN CORPORATION

190 CARONDELET PLZ, STE 1530

(Street)

CLAYTON MO 63105

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
OLIN Corp [ OLN ]

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

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

3. Date of Earliest Transaction (Month/Day/Year)
05/26/2022

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 $1 par value	04/06/2022		G	V	12,383(1)	D	$0	17,761.4414(2)	D
Common Stock $1 par value	05/26/2022		M		1,602	A	$26.26	19,363.4414	D
Common Stock $1 par value	05/26/2022		S		1,602	D	$64.7594(3)	17,761.4414	D
Common Stock $1 par value	05/27/2022		M		28,265	A	$26.26	46,026.4414	D
Common Stock $1 par value	05/27/2022		S		28,265	D	$64.7606(4)	17,761.4414	D
Common Stock $1 par value								46,387	I	By Family Trust
Common Stock $1 par value								3,335.3799(5)	I	By ESOP Trustee

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
Employee Stock Options (Right to Buy)	$26.26	05/26/2022		M			1,602	02/19/2020(6)	02/19/2029	Common Stock $1 par value	1,602	$0	28,265	D
Employee Stock Options (Right to Buy)	$26.26	05/27/2022		M			28,265	02/19/2020(6)	02/19/2029	Common Stock $1 par value	28,265	$0	0	D

Explanation of Responses:

1. The reporting person transferred 12,383 shares of Common Stock to a Family Trust.

2. Amount includes 59.441 shares held under dividend reinvestment plans acquired on March 16, 2022, which is exempt from Section 16(b).

3. This transaction was executed in multiple trades at prices ranging from $64.75 to $64.775 per share. The price reported above reflects the weighted average sale price for each transaction. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which each such transaction was effected.

4. This transaction was executed in multiple trades at prices ranging from $64.50 to $65.05 per share. The price reported above reflects the weighted average sale price for each transaction. The reporting person hereby undertakes to provide upon request to the SEC staff, the issuer or a security holder of the issuer full information regarding the number of shares and prices at which each such transaction was effected.

5. The figure represents shares of Olin Common Stock held under the Olin Common Stock Fund of the Olin Corporation Contributing Employee Ownership Plan (CEOP), a tax conditioned plan reflecting transactions exempt under Rule 16b-3.

6. The option vested in three equal annual installments beginning on February 19, 2020.

Remarks:

	/s/ J. Matthew Martin, Attorney-in-Fact	05/31/2022
	** 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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