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*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
VALVOLINE INC [ VVV ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 11/16/2023 | ||||||||||||||||||||||||||
4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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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 |
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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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 | ||||||||
Performance Stock Units | (1) | 11/16/2023 | A | 13,362(2) | (2) | (2) | Common Stock | 13,362 | $0 | 13,362 | D | ||||
FY 2024 Restricted Stock Units | (1) | 11/16/2023 | A | 3,420 | (3) | (3) | Common Stock | 3,420 | $0 | 3,420 | D | ||||
FY 2024 Stock Appreciation Rights | $34.94 | 11/16/2023 | A | 7,150 | (4) | 11/16/2033 | Common Stock | 7,150 | $0 | 7,150 | D |
Explanation of Responses: |
1. Restricted stock units and performance stock units convert into Valvoline common stock on a one-for-one basis. |
2. Represents performance stock units ("PSUs") earned from the FY 21-23 PSU award granted on Nov. 12, 2020, as certified by the Compensation Committee on Nov. 16, 2023. Earned PSUs vested on the last day of the performance period. The PSUs were measured against performance goals over three separate one-year measurement periods (adjusted EPS for FY21 and FY22 and adjusted Net Income for FY23), and a fourth FY21 - FY23 measurement period (average of the three one-year performance measures) with a potential payout of 0% to 200% of Target. Each measurement period was weighted equally at 25%. The entire PSU payout was subject to a payment modifier (-25%, 0% or +25%) based on Valvoline's FY21 - FY23 TSR relative to the S&P MidCap 400 Index. Based on Valvoline's performance, the Compensation Committee awarded a PSU payout equal to 170% of Target with no modification based on TSR performance. The earned PSUs are expected to be distributed on Nov. 20, 2023. |
3. The restricted stock units vest in three equal annual installments beginning on the first anniversary of the grant date. |
4. Fifty percent (50%) of the stock appreciation rights vest on the first anniversary of the grant date and 25% vest on each of the second and third anniversaries of the grant date. |
Remarks: |
/s/ Ian C. Lofwall, Attorney-in-Fact | 11/20/2023 | |
** 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). | ||
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. |