Sec Form 4 Filing - O'Daniel Julie Marie @ VALVOLINE INC - 2021-11-11

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
O'Daniel Julie Marie
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)
CLO and Corp. Secy
(Last) (First) (Middle)
100 VALVOLINE WAY
3. Date of Earliest Transaction (MM/DD/YY)
11/11/2021
(Street)
LEXINGTON, KY40509
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 11/11/2021 A 10,419( 1 ) A 24,456 D
Common Stock 11/11/2021 F 3,345 D $ 35.25 21,111 D
Common Stock 11/12/2021 M 1,274 A 22,385 D
Common Stock 11/12/2021 F 409 D $ 35.16 21,976 D
Common Stock 11/12/2021 M 1,347 A 23,323 D
Common Stock 11/12/2021 F 433 D $ 35.16 22,890 D
Common Stock 11/12/2021 S 3,537( 3 ) D $ 35.28 19,353 D
Common Stock 2,977( 4 ) I By 401(k) Plan
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
FY 2022 Restricted Stock Units ( 2 ) 11/11/2021 A 2,890 ( 5 ) ( 5 ) Common Stock 2,890 $ 0 2,890 D
FY 2022 Stock Appreciation Rights $ 35.25 11/11/2021 A 10,110 ( 6 ) 11/11/2031 Common Stock 10,110 $ 0 10,110 D
FY 2020 Restricted Stock Units ( 2 ) 11/12/2021 M 1,274 ( 5 ) ( 5 ) Common Stock 1,274 $ 0 1,275 D
FY 2021 Restricted Stock Units ( 2 ) 11/12/2021 M 1,347 ( 5 ) ( 5 ) Common Stock 1,347 $ 0 2,696 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
O'Daniel Julie Marie
100 VALVOLINE WAY
LEXINGTON, KY40509
CLO and Corp. Secy
Signatures
/s/ Ian C. Lofwall, Attorney-in-Fact 11/15/2021
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Represents shares earned from the FY19-FY21 performance stock unit ("PSU") award granted on November 19, 2018, as certified by the Compensation Committee of the Board of Directors on November 11, 2021. 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 FY19, FY20 and FY21, and a fourth cumulative FY19-FY21 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 FY19-FY21 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 144.5% of Target.
( 2 )Restricted stock units and performance stock units convert into Valvoline common stock on a one-for-one basis.
( 3 )Transaction was effected pursuant to a Rule 10b5-1 Plan adopted by the Reporting Person on August 27, 2021.
( 4 )Represents the approximate number of shares of Valvoline common stock held by the Reporting Person in the Valvoline 401(k) Plan based on the closing price of Valvoline common stock as of the close of business on the earliest Transaction Date.
( 5 )The restricted stock units vest in three equal annual installments beginning on the first anniversary of the grant date.
( 6 )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.

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