Jan Buberl Form 4 Venator Materials / Jan Buberl 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^*

Buberl Jan

(Last) (First) (Middle)

10001 WOODLOCH FOREST DRIVE

SUITE 600

(Street)

THE WOODLANDS TX 77380

(City) (State) (Zip)

2. Issuer Name and Ticker or Trading Symbol
Venator Materials PLC [ VNTR ]

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

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
See Remarks

3. Date of Earliest Transaction (Month/Day/Year)
02/01/2018

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	02/01/2018		M		2,110	A	(1)	13,468	D
Common Stock	02/01/2018		F(2)		626	D	$22.42	12,842	D
Common Stock	02/03/2018		M		5,002	A	(1)	17,844	D
Common Stock	02/03/2018		F(2)		1,320	D	$21.02	16,524	D
Common Stock	02/04/2018		M		1,947	A	(1)	18,471	D
Common Stock	02/04/2018		F(2)		469	D	$21.02	18,002	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
Restricted Stock Units	(1)	02/01/2018		M			2,110	02/01/2018	02/01/2018	Restricted Stock Units	2,110	$0(1)	2,110	D
Restricted Stock Units	(1)	02/03/2018		M			5,002	02/03/2018	02/03/2018	Restricted Stock Units	5,002	$0(1)	5,002	D
Restricted Stock Units	(1)	02/04/2018		M			1,947	02/04/2018	02/04/2018	Restricted Stock Units	1,947	$0(1)	1,947	D

Explanation of Responses:

1. Each restricted stock unit represents a right to receive one ordinary share or, at issuer's election, the cash value thereof. The reporting person's shares of restricted stock were settled for shares of common stock.

2. Shares automatically withheld upon settlement of restricted stock units.

Remarks:

Vice President, Color Pigments and Timber Treatment

	/Jan Burbel, by Sean Pettey, as Attorney-in-Fact	02/05/2018
	** 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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