Valvoline (VVV) Form 4 VALVOLINE / Thomas A. Gerrald II 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^*

Gerrald Thomas A. II

(Last) (First) (Middle)

100 VALVOLINE WAY

(Street)

LEXINGTON KY 40509

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
VALVOLINE INC [ VVV ]

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

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

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

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	06/06/2017		A		640	A	(1)	640(2)	D
Common Stock								3,166(3)	I	By 401(k) Plan

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 Unit	(4)	06/06/2017		A		4,443(5)(6)(7)		(8)	(8)	Common Stock	4,443	(5)(6)(7)	4,443	D
FY 2015 Stock Appreciation Right	$20.99(9)	06/06/2017		A		1,953		(10)	12/12/2024	Common Stock	1,953	(9)	1,953	D
FY 2016 Stock Appreciation Right	$20.8(11)	06/06/2017		A		4,842		(12)	12/18/2025	Common Stock	4,842	(11)	4,842	D
FY 2017 Stock Appreciation Right	$20.29(13)	06/06/2017		A		11,298		(14)	12/16/2026	Common Stock	11,298	(13)	11,298	D

Explanation of Responses:

1. Ashland Global Holdings Inc. ("Ashland") distributed to its stockholders on May 12, 2017 (the "Distribution Date") 170,000,000 shares of Valvoline Inc. ("Valvoline") common stock as a pro rata dividend (the "Distribution"). Pursuant to the terms of the Employee Matters Agreement entered into between Ashland and Valvoline dated September 22, 2016 (the "Employee Matters Agreement"), the Reporting Person was entitled to receive the number of shares of restricted stock of Valvoline obtained by dividing (x) the closing price of Ashland common stock on the Distribution Date by (y) the simple arithmetic average of the volume-weighted average price of Valvoline common stock for each of the ten consecutive trading days immediately following the Distribution Date (such quotient, the "Equity Award Exchange Ratio") for each such share of restricted stock.

2. Includes 640 shares of unvested restricted stock.

3. As of the close of business on June 5, 2017, the reporting person had acquired approximately 3,166 shares of Valvoline common stock under the Valvoline 401(k) plan (based on the closing price of Valvoline common stock as of the close of business on June 5, 2017).

4. Each restricted stock unit represents a contingent right to receive one (1) share of Valvoline common stock.

5. Represents the sum of 3,188 restricted stock units granted pursuant to the adjustment described in footnote (6) below and 1,255 restricted stock units granted pursuant to the plan described in footnote (7) below.

6. Pursuant to the terms of the Employee Matters Agreement, the Reporting Person was entitled to receive the number of restricted stock units of Valvoline equal to the Equity Award Exchange Ratio for each such restricted stock unit.

7. Pursuant to the terms of the FY 2016- 2018 Long Term Incentive Plan (the "LTIP Plan"), upon the Distribution, one-third of the Reporting Person's performance units under the LTIP Plan became convertible into 233 time-based, stock-settled restricted stock units immediately following the 120th day following the consummation of the Distribution. Pursuant to the terms of the LTIP Plan, each such time-based, stock settled restricted stock unit was further adjusted into the number of time-based, stock settled restricted stock units equal to the Equity Award Exchange Ratio.

8. The restricted stock units described in footnote (6) above vest upon the same terms and conditions as were applicable to the Reporting Person's awards of restricted stock units of Ashland immediately prior to the Distribution. The restricted stock units described in footnote (7) above vest upon the third anniversary of the grant date (i.e. November 18, 2018) so long as the Reporting Person remains employed through such vesting date.

9. Pursuant to the terms of the Employee Matters Agreement, the Reporting Person was entitled to receive the number of stock appreciation rights of Valvoline equal to the Equity Award Exchange Ratio for each such stock appreciation right, and the original strike price of $112.91 was converted to $20.99.

10. Fifty percent (50%) of the stock appreciation rights vested on November 12, 2015, twenty-five percent (25%) of the stock appreciation rights vested on November 12, 2016 and twenty-five percent (25%) of the stock appreciation rights vest on November 12, 2017.

11. Pursuant to the terms of the Employee Matters Agreement, the Reporting Person was entitled to receive the number of stock appreciation rights of Valvoline equal to the Equity Award Exchange Ratio for each such stock appreciation right, and the original strike price of $111.89 was converted to $20.80.

12. Fifty percent (50%) of the stock appreciation rights vested on November 18, 2016, twenty-five percent (25%) of the stock appreciation rights vest on November 18, 2017 and twenty-five percent (25%) of the stock appreciation rights vest on November 18, 2018.

13. Pursuant to the terms of the Employee Matters Agreement, the Reporting Person was entitled to receive the number of stock appreciation rights of Valvoline equal to the Equity Award Exchange Ratio for each such stock appreciation right, and the original strike price of $109.15 was converted to $20.29.

14. Fifty percent (50%) of the stock appreciation rights vest on November 16, 2017, twenty-five percent (25%) of the stock appreciation rights vest on November 16, 2018 and twenty-five percent (25%) of the stock appreciation rights vest on November 16, 2019.

	/s/ Issa O. Yesufu, Attorney-in-Fact	06/08/2017
	** Signature of Reporting Person	Date
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