Heidi J. Matheys Form 4 VALVOLINE / Heidi J. Matheys 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^*

Matheys Heidi J.

(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)
SVP, Chief Marketing Officer

3. Date of Earliest Transaction (Month/Day/Year)
11/12/2020

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	11/12/2020		A		2,079(1)	A	(2)	24,037	D
Common Stock	11/12/2020		F		668	D	$21.6	23,369	D
Common Stock	11/13/2020		M		742	A	(2)	24,111	D
Common Stock	11/13/2020		F		239	D	$22.35	23,872	D
Common Stock	11/13/2020		M		865	A	(2)	24,737	D
Common Stock	11/13/2020		F		278	D	$22.35	24,459	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
FY 2021 Restricted Stock Units	(2)	11/12/2020		A		2,750		(3)	(3)	Common Stock	2,750	$0	2,750	D
FY 2021 Stock Appreciation Rights	$21.6	11/12/2020		A		11,680		(4)	11/12/2030	Common Stock	11,680	$0	11,680	D
FY 2018 Restricted Stock Units	(2)	11/13/2020		M			742	(3)	(3)	Common Stock	742	$0	0	D
FY 2020 Restricted Stock Units	(2)	11/13/2020		M			865	(3)	(3)	Common Stock	865	$0	1,732	D

Explanation of Responses:

1. Represents shares earned from the FY18-FY20 performance stock unit ("PSU") award granted on November 13, 2017, as certified by the Compensation Committee of the Board of Directors on November 12, 2020. Earned PSUs became 100% vested on the last day of the performance period. The PSUs were measured against EPS performance goals over three separate one-year measurement periods for each of FY18, FY19 and FY20, and a fourth cumulative FY18-FY20 measurement period 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 FY18-FY20 total shareholder return relative to the companies in the S&P MidCap 400 Index. Based on Valvoline's EPS performance and relative TSR performance, the Compensation Committee awarded a PSU payout equal to 51.2% of Target.

2. Restricted stock units and performance stock units convert into Valvoline common stock on a one-for-one basis.

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	11/16/2020
	** Signature of Reporting Person	Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
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