Sec Form 4 Filing - WULFSOHN WILLIAM A @ ASHLAND GLOBAL HOLDINGS INC - 2017-06-05

Insider filing report for Changes in Beneficial Ownership
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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
WULFSOHN WILLIAM A
2. Issuer Name and Ticker or Trading Symbol
ASHLAND GLOBAL HOLDINGS INC [ ASH]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
X __ Officer (give title below) _____ Other (specify below)
Chief Executive Officer
(Last) (First) (Middle)
50 E. RIVERCENTER BLVD.
3. Date of Earliest Transaction (MM/DD/YY)
06/05/2017
(Street)
COVINGTON, KY41011
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 06/05/2017 A 33,546 A $ 0 ( 1 ) 72,926 ( 2 ) 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 (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
Restricted Stock Units ( 3 ) 06/05/2017 A 28,728 ( 4 ) ( 5 ) ( 5 ) Common Stock 28,728 $ 0 ( 4 ) 45,897 ( 6 ) D
Stock Appreciation Right $ 57.96 ( 7 ) 06/05/2017 A 55,523 11/16/2017 12/16/2026 Common Stock 55,523 $ 0 ( 7 ) 118,373 D
Stock Appreciation Right $ 62.33 ( 8 ) 06/05/2017 A 40,637 01/29/2016 02/28/2025 Common Stock 40,637 $ 0 ( 8 ) 86,637 D
Stock Appreciation Right $ 59.41 ( 9 ) 06/05/2017 A 50,576 11/18/2016 12/18/2025 Common Stock 50,576 $ 0 ( 9 ) 107,826 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
WULFSOHN WILLIAM A
50 E. RIVERCENTER BLVD.
COVINGTON, KY41011
X Chief Executive Officer
Signatures
/s/ Jennifer I. Henkel, Attorney-in-Fact 06/07/2017
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents the sum of 3,224 shares of restricted stock granted pursuant to the adjustment described in clause (a) of this footnote (1) and 30,322 shares of restricted stock granted pursuant to the plan described in clause (b) of this footnote (1). (a) Ashland Global Holdings Inc. ("Ashland") distributed to its stockholders on May 12, 2017 (the "Distribution Date") 170,000,000 shares of Valvoline Inc. common stock as a pro rata dividend (the "Distribution"). Pursuant to the terms of the applicable equity compensation plan, the Reporting Person was entitled to receive the number of shares of restricted stock equal to the quotient of (x) the closing price of Ashland common stock on the Distribution Date and (y) the simple arithmetic average of the volume-weighted average price of Ashland common stock for each of the ten consecutive trading days immediately following the Distribution Date (such quotient, the "Equity Award Adjustment Ratio") for each such share of restricted stock. (b) Pursuant to the terms of the Executive Performance Incentive and Retention Program (the "EPIRP"), upon the Distribution, one-third of the Reporting Person's performance-based restricted shares granted under the EPIRP were convertible at "target" level (i.e. 50%) into 30,322 time-vested restricted shares immediately following the 120th day following the consummation of the Distribution. Pursuant to the terms of the EPIRP, each such time-vested restricted share was further adjusted into the number of time-vested restricted shares equal to the Equity Award Adjustment Ratio.
( 2 )Includes 37,195 shares of unvested restricted stock. Balance also includes 11 additional shares of restricted stock acquired in lieu of cash dividends paid on March 15, 2017.
( 3 )Each Restricted Stock Unit represents a right to receive one (1) share of Ashland Common Stock.
( 4 )Represents the sum of 15,167 restricted stock units granted pursuant to the adjustment described in clause (a) of this footnote (4) and 13,561 restricted stock units granted pursuant to the plan described in clause (b) this footnote (4). (a) Pursuant to the terms of the applicable equity compensation plan, the Reporting Person was entitled to receive the number of restricted stock units (rounded to the nearest whole restricted stock unit) equal to the Equity Award Adjustment Ratio for each such restricted stock unit. (b) Pursuant to the terms of the FY 2016- 2018 Long Term Incentive Plan (the "LTIP Plan"), upon the Distribution, one-third of the Reporting Person's performance units under the LTIP Plan became convertible into 13,561 time-based, stock-settled restricted stock units immediately following the 120th day following the consummation of the Distribution. Pursuant to the terms of the LTIP Plan, each such time-based, stock settled restricted stock unit was further adjusted into the number of time-based, stock settled restricted stock units equal to the Equity Award Adjustment Ratio.
( 5 )The restricted stock units described in clause (a) of footnote (4) vest upon the same terms and conditions as were applicable to the Reporting Person's awards of restricted stock units immediately prior to the Distribution. The restricted stock units described in clause (b) of footnote (4) vest upon the third anniversary of the grant date (i.e. November 18, 2018) so long as the Reporting Person remains employed through such vesting date.
( 6 )Balance includes 113 additional restricted stock units acquired in lieu of cash dividends, 59 of which were paid on December 15, 2016, and 54 of which were paid on March 15, 2017.
( 7 )Pursuant to the terms of the applicable equity compensation plan, the Reporting Person was entitled to receive the number of stock appreciation rights equal to the Equity Award Adjustment Ratio for each such stock appreciation right, and the original strike price of $109.15 was converted to $57.96.
( 8 )Pursuant to the terms of the applicable equity compensation plan, the Reporting Person was entitled to receive the number of stock appreciation rights equal to the Equity Award Adjustment Ratio for each such stock appreciation right, and the original strike price of $117.38 was converted to $62.33.
( 9 )Pursuant to the terms of the applicable equity compensation plan, the Reporting Person was entitled to receive the number of stock appreciation rights equal to the Equity Award Adjustment Ratio for each such stock appreciation right, and the original strike price of $111.89 was converted to $59.41.

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