Stuart Edward JR. Woodcock Form 4/A Ingevity / STUART EDWARD JR. WOODCOCK 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^*

WOODCOCK STUART EDWARD JR.

(Last) (First) (Middle)

4920 O'HEAR AVE., SUITE 400

(Street)

NORTH CHARLESTON SC 29405

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Ingevity Corp [ NGVT ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, President Perf Materials

3. Date of Earliest Transaction (Month/Day/Year)
02/26/2021

4. If Amendment, Date of Original Filed (Month/Day/Year)
03/02/2021

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
Employee Stock Option (right-to-buy)	02/26/2021		A		7,197(1)	A	$0	26,034	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
Employee Stock Option (right-to-buy)	$69.48(2)	02/26/2021		A		4,144		02/26/2022(3)	02/26/2031	Common Stock	4,144	$0	4,144	D

Explanation of Responses:

1. The reporting person's Form 4 filed with the SEC on March 2, 2021 inadvertently reported an incorrect vesting schedule for restricted stock units granted on February 26, 2021 pursuant to the Ingevity Corporation 2016 Omnibus Incentive Plan. The restricted stock units will vest on February 26, 2024. This amendment is being filed to correct: (a) the vesting schedule for this grant; (b) the exercise price for an Employee Stock Option (right-to-buy) addressed in Footnote 2, below; and (c) to correct the signature line of the prior report.

2. The reporting person's Form 4 filed with the SEC on March 2, 2021 inadvertently reported an incorrect exercise price with respect to the Employee Stock Option (right-to-buy).

3. These options are granted pursuant to the Ingevity Corporation 2016 Omnibus Incentive Plan. Such options will vest ratably beginning February 26, 2022, 2023 and 2024.

	/s/ Stuart Edward Woodcock, Jr. By: Ryan C. Fisher as Attorney-in-Fact	12/17/2021
	** 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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