Sec Form 4 Filing - Stolle Russell R @ Venator Materials PLC - 2017-08-16

Every director, officer or owner of more than ten percent of a class of equity securities registered under Section 12 of the '34 Act must file with the U.S. Securities and Exchange Commission (SEC) a statement of ownership regarding such security.

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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 *
Stolle Russell R
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
(Last)
(First)
(Middle)
10001 WOODLOCH FOREST DRIVE, SUITE 600
3. Date of Earliest Transaction (MM/DD/YY)
08/16/2017
(Street)
THE WOODLANDS, TX77380
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
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
Stock Options ( 1 ) $ 17.13 08/16/2017 A 5,244 ( 2 ) 02/04/2025( 3 ) Ordinary Shares 5,244 $ 0 5,244 D
Stock Options ( 1 ) $ 6.67 08/16/2017 A 39,797 ( 4 ) 02/03/2026( 3 ) Ordinary Shares 39,797 $ 0 39,797 D
Stock Options ( 1 ) $ 15.81 08/16/2017 A 21,561 ( 5 ) 02/01/2027( 3 ) Ordinary Shares 21,561 $ 0 21,561 D
Restricted Stock Units ( 1 ) ( 6 ) 08/16/2017 A 2,335 ( 7 ) ( 7 ) Ordinary Shares 2,335 $ 0 2,335 D
Restricted Stock Units ( 1 ) ( 6 ) 08/16/2017 A 13,204 ( 8 ) ( 8 ) Ordinary Shares 13,204 $ 0 13,204 D
Restricted Stock Units ( 1 ) ( 6 ) 08/16/2017 A 9,492 ( 9 ) ( 9 ) Ordinary Shares 9,492 $ 0 9,492 D
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Stolle Russell R
10001 WOODLOCH FOREST DRIVE, SUITE 600
THE WOODLANDS, TX77380
See Remarks
Signatures
/s/ Russell R. Stolle, by Sean Pettey, as Attorney-in-Fact 08/18/2017
** Signature of Reporting Person Date
Explanation of Responses:
( 1 )The restricted stock units and the options were awarded under the Venator Materials 2017 Stock Incentive Plan to Mr. Stolle in connection with the initial public offering of ordinary shares, par value $0.001 per share ("Ordinary Shares"), in the capital of Venator Materials PLC (the "Company'). The restricted stock units and the options were converted from awards of the Company's parent in connection with the initial public offering of Ordinary Shares by the Company.
( 2 )Each option represents a contingent right to purchase one Ordinary Share at an exercise price of $17.13 per share. The options vest and become exercisable on February 4, 2018.
( 3 )Each option may not be exercised on or after the earliest of the following to take place of (i) the date that is ten (10) years following the date of grant (which is tied to the original grant date of the parent award), (ii) the expiry of the period of six months following certain changes of control and (iii) the expiry of the period during which any person or groups of persons is bound or entitled under Sections 979 to 982 or Sections 983 to 985 of the Companies Act 2006 (or similar law of another jurisdiction) to acquire shares of the same class as the Ordinary Shares.
( 4 )Each option represents a contingent right to purchase one Ordinary Share at an exercise price of $6.67 per share. The options vest and become exercisable in two substantially equal installments on each of February 3, 2018 and February 3, 2019.
( 5 )Each option represents a contingent right to purchase one Ordinary Share at an exercise price of $15.81 per share. The options vest and become exercisable in three substantially equal installments on each of February 1, 2018, February 1, 2019 and February 1, 2020.
( 6 )Each restricted stock unit represents the contingent right to receive one Ordinary Share or an amount of cash equal to the fair market value of an Ordinary Share on the vesting date that would otherwise be issued to Mr. Stolle.
( 7 )The restricted stock units will vest on February 4, 2018, provided that Mr. Stolle remains continuously employed by the Company as of the applicable vesting date.
( 8 )The restricted stock units will vest in two substantially equal installments on each of February 3, 2018 and February 3, 2019, in each case provided that Mr. Stolle remains continuously employed by the Company as of the applicable vesting date.
( 9 )The restricted stock units will vest in three substantially equal installments on each of February 1, 2018, February 1, 2019 and February 1, 2020, in each case provided that Mr. Stolle remains continuously employed by the Company as of the applicable vesting date.

Remarks:
Senior Vice President, General Counsel and Chief Compliance Office

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* If the form is filed by more than one reporting person, see Instruction 4(b)(v).
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