Sec Form 4 Filing - Hartley Andrew @ INNOSPEC INC. - 2012-03-06

FORM 4 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).

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, Section 17(a) of the Public Utility Holding Company Act of 1935 or Section 30(h) of the Investment Company Act of 1940

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1. Name and Address of Reporting Person Hartley Andrew 2. Issuer Name and Ticker or Trading Symbol INNOSPEC INC. [ IOSP] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director _____ 10% Owner X __ Officer (give title below) _____ Other (specify below) VP & General Counsel (Last) (First) (Middle) 8375 SOUTH WILLOW STREET 3. Date of Earliest Transaction (MM/DD/YY) 03/06/2012 (Street) LITTLETON, CO80124 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) __ X __ Form filed by One Reporting Person _____ Form filed by More than One Reporting Person (City) (State) (Zip)

Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned 1.Title of Security (Instr. 3) 2. Transaction Date (MM/DD/YY) 2A. Deemed Execution Date, if any (MM/DD/YY) 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 02/29/2012 02/29/2012 M 28 ( 1 ) A $ 27.085 9,275 D Common Stock 02/29/2012 02/29/2012 M 2 A $ 4.62 9,277 D Common Stock 02/29/2012 02/29/2012 M 57 ( 2 ) A $ 27.085 9,334 D Common Stock 02/29/2012 02/29/2012 M 1,171 ( 3 ) A $ 4.62 10,505 D Common Stock 02/29/2012 02/29/2012 M 558 ( 4 ) A $ 10 11,063 D Common Stock 02/29/2012 02/29/2012 M 3,793 ( 5 ) A $ 0 14,856 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 D ate (MM/DD/YY) 3A. Deemed Execution Date, if any (MM/DD/YY) 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 (MM/DD/YY) 7. Title and Amount of Underlying Securities (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 of Derivative Security: 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 Stock Options $ 27.085 02/29/2012 02/29/2012 M 246 02/21/2010 02/21/2017 Common Stock 246 $ 27.085 13,564 D Stock Options $ 4.62 02/29/2012 02/29/2012 M 2 03/24/2012 03/24/2019 Common Stock 2 $ 4.62 13,562 D Stock Options $ 27.085 02/29/2012 02/29/2012 M 1,022 02/21/2010 02/21/2017 Common Stock 1,022 $ 27.085 12,540 D Stock Options $ 4.62 02/29/2012 02/29/2012 M 2,874 03/24/2012 03/24/2019 Common Stock 2,874 $ 4.62 9,666 D Stock Options $ 10.38 02/29/2012 02/29/2012 M 1,758 02/17/2013 02/17/2020 Common Stock 1,758 $ 10.38 7,908 D Stock Options $ 0 02/29/2012 02/29/2012 M 7,908 03/24/2012 03/24/2019 Common Stock 7,908 $ 0 0 D

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other Hartley Andrew 8375 SOUTH WILLOW STREET LITTLETON, CO80124 VP & General Counsel Signatures Nicola Earl 03/07/2012 Signature of Reporting Person Date

Explanation of Responses:

( 1 )Pursuant to Clause 17 of the Rules of the Innospec Inc Performance Related Stock Option Plan, a cash payment is being made to Andrew Hartley in lieu of the transfer of the remaining 218 shares to enable him to pay UK withholding tax obligations in respect of the exercise of options. ( 2 )Pursuant to Clause 17 of the Rules of the Innospec Inc Company Stock Option Plan A, a cash payment is being made to Andrew Hartley in lieu of the transfer of the remaining 965 shares to enable him to pay the acquisition price in respect of the exercise of options. ( 3 )Pursuant to Clause 17 of the Rules of the Innospec Inc Company Stock Option Plan B, a cash payment is being made to Andrew Hartley in lieu of the transfer of the remaining 1,703 shares to enable him to pay the acquisition price and UK withholding tax obligations in respect of the exercise of options. ( 4 )Pursuant to Clause 17 of the Rules of the Innospec Inc Company Stock Option Plan B, a cash payment is being made to Andrew Hartley in lieu of the transfer of the remaining 1,200 shares to enable him to pay the acquisition price and UK withholding tax obligations in respect of the exercise of options. ( 5 )Pursuant to Clause 12 of the Rules of the Innospec Inc Company Stock Option Plan B, a cash payment is being made to Andrew Hartley in lieu of the transfer of the remaining 4,115 shares to enable him to pay the acquisition price and UK withholding tax obligations in respect of the exercise of options.

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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