Sec Form 4/A Filing - WILSON D MICHAEL @ Ingevity Corp - 2019-02-20

Insider filing report for Changes in Beneficial Ownership
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FORM 4/A
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
WILSON D MICHAEL
2. Issuer Name and Ticker or Trading Symbol
Ingevity Corp [ NGVT]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
President & CEO
(Last) (First) (Middle)
5255 VIRGINIA AVE
3. Date of Earliest Transaction (MM/DD/YY)
02/20/2019
(Street)
NORTH CHARLESTON, SC29406
4. If Amendment, Date Original Filed (MM/DD/YY)
02/22/2019
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 02/20/2019 A 70,932 ( 1 ) A $ 0 124,409 ( 2 ) D
Common Stock 02/20/2019 F 32,895 ( 3 ) D $ 117.07 91,514 D
Common Stock 0 ( 2 ) I David Michael Wilson Grantor Retained Annuity Trust
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 (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
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WILSON D MICHAEL
5255 VIRGINIA AVE
NORTH CHARLESTON, SC29406
X President & CEO
Signatures
/s/ D. Michael WilsonBy: Katherine P. Burgeson as Attorney-in-Fact 02/22/2019
Signature of Reporting Person Date
Explanation of Responses:
( 1 )On February 20, 2019, the Compensation Committee certified the attainment of the performance goals for certain performance-based restricted stock awards ("PSUs"). The PSUs were settled with shares of common stock.
( 2 )Reflects a change in the form of ownership of 10,611 shares from the reporting person's grantor retained annuity trust that were transferred to the reporting person's direct holdings. These shares were inadvertently omitted at the time of the original filing.
( 3 )Shares withheld by the Company to satisfy tax withholding obligations related to the PSUs that vested on February 20, 2019.

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).
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