Sec Form 3 Filing - SK Praetorian Holdings, L.P. @ Venator Materials PLC - 2020-12-23

FORM 3 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 SK Praetorian Holdings, L.P. 2. Issuer Name and Ticker or Trading Symbol Venator Materials PLC [ VNTR] 5. Relationship of Reporting Person(s) to Issuer (Check all applicable) _____ Director X __ 10% Owner _____ Officer (give title below) _____ Other (specify below) (Last) (First) (Middle) 430 PARK AVENUE, 18TH FLOOR 3. Date of Earliest Transaction (MM/DD/YY) 12/23/2020 (Street) NEW YORK, NY10022 4. If Amendment, Date Original Filed (MM/DD/YY) 6. Individual or Joint/Group Filing (Check Applicable Line) _____ Form filed by One Reporting Person __ X __ 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 Ordinary Shares 42,429,807 D ( 1 ) ( 2 )

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 Option (right to purchase) $ 2.15 ( 3 ) ( 3 ) 06/23/2023 Ordinary Shares 9,688,761 D ( 1 ) ( 2 )

Reporting Owners Reporting Owner Name / Address Relationships Director 10% Owner Officer Other SK Praetorian Holdings, L.P. 430 PARK AVENUE 18TH FLOOR NEW YORK, NY10022 X SK Praetorian GP, LLC 430 PARK AVENUE 18TH FLOOR NEW YORK, NY10022 X SK Capital Investment V, L.P. 430 PARK AVENUE 18TH FLOOR NEW YORK, NY10022 X SK Capital Investment V, Ltd. 430 PARK AVENUE 18TH FLOOR NEW YORK, NY10022 X Keynejad Jamshid 430 PARK AVENUE 18TH FLOOR NEW YORK, NY10022 X Siadat Barry 430 PARK AVENUE 18TH FLOOR NEW YORK, NY10022 X Signatures /s/ Jerry Truzzolino Authorized Signatory of SK Praetorian Holdings, L.P. 12/23/2020 Signature of Reporting Person Date /s/ Jerry Truzzolino Authorized Signatory of SK Praetorian GP, LLC 12/23/2020 Signature of Reporting Person Date /s/ Jerry Truzzolino Authorized Signatory of SK Capital Investment V, L.P. 12/23/2020 Signature of Reporting Person Date /s/ Jerry Truzzolino Authorized Signatory of SK Capital Investment V, Ltd. 12/23/2020 Signature of Reporting Person Date /s/ Jamshid Keynejad 12/23/2020 Signature of Reporting Person Date /s/ Barry Siadat 12/23/2020 Signature of Reporting Person Date

Explanation of Responses:

( 1 )The securities are held by SK Praetorian Holdings, L.P. ("SK Praetorian Holdings"). (i) SK Praetorian GP, LLC ("SK Praetorian GP") is the general partner of SK Praetorian Holdings; (ii) SK Capital Investment V, L.P. is the general partner of SK Praetorian GP; (ii) SK Capital Investment V, Ltd. is the general partner of SK Capital Investment V, L.P.; and (iv) Jamshid Keynejad and Barry Siadat (collectively with SK Praetorian GP, SK Capital Investment V, L.P. and SK Capital Investment V, Ltd., the "General Partners") are the general partners of SK Capital Investment V, Ltd. The General Partners may be deemed to have an indirect beneficial ownership with respect to the securities held by SK Praetorian Holdings. ( 2 )Each Reporting Person disclaims beneficial ownership of all interests reported on this Form 3 except to the extent of such Reporting Person's pecuniary interests. ( 3 )The options issued by Huntsman International LLC ("Huntsman") to SK Praetorian Holdings pursuant to that certain Option Agreement, dated as of August 28, 2020 (the "Option Agreement"), by and among SK Praetorian Holdings and Huntsman are exercisable into 9,688,761 ordinary shares, par value $0.001 per share, of Venator Materials PLC (the "Ordinary Shares") at the holder's election at a purchase price of $2.15 per Ordinary Shares and expire on June 23, 2023 at 5:00 p.m. New York City time. The options are not exercisable so long as such exercise would result in a default or an "Event of Default" under any Credit Agreement (as defined in the Option Agreement) and are therefore not currently exercisable.

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

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