Sec Form 4 Filing - Ferguson Scott D. @ OLIN Corp - 2022-05-02

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
Ferguson Scott D.
2. Issuer Name and Ticker or Trading Symbol
OLIN Corp [ OLIN]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
X __ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
(Last) (First) (Middle)
250 WEST 55TH STREET, 34TH FLOOR
3. Date of Earliest Transaction (MM/DD/YY)
05/02/2022
(Street)
NEW YORK, NY10019
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
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
Phantom Stock Units( 2 ) ( 3 ) 05/02/2022 A 2,000 ( 2 ) ( 2 ) Common Stock 2,000 $ 58.95( 3 ) 12,700 D( 1 )
Reporting Owners
Reporting Owner Name / Address Relationships
Director 10% Owner Officer Other
Ferguson Scott D.
250 WEST 55TH STREET
34TH FLOOR
NEW YORK, NY10019
X
Sachem Head Capital Management LP
250 WEST 55TH STREET
34TH FLOOR
NEW YORK, NY10019
X
Uncas GP LLC
250 WEST 55TH STREET
34TH FLOOR
NEW YORK, NY10019
X
Sachem Head GP LLC
250 WEST 55TH STREET, 34TH FLOOR
NEW YORK, NY10019
X
Signatures
/s/ Michael D. Adamski, as General Counsel 05/03/2022
Signature of Reporting Person Date
/s/ Michael D. Adamski, as Attorney-in-Fact 05/03/2022
Signature of Reporting Person Date
/s/ Michael D. Adamski, as General Counsel 05/03/2022
Signature of Reporting Person Date
/s/ Michael D. Adamski, as General Counsel 05/03/2022
Signature of Reporting Person Date
Explanation of Responses:
( 1 )Pursuant to an arrangement between Mr. Ferguson and Sachem Head Capital Management LP ("Sachem Head"), the Shares and Phantom Stock Units are held by Mr. Ferguson for the benefit of Sachem Head. Such units are included as directly beneficially owned by Mr. Ferguson, but may also be deemed to be beneficially owned by Sachem Head and Uncas GP LLC, Sachem Head's General Partner, as a result of such arrangements. Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein.
( 2 )Phantom shares of common stock are credited periodically to a deferred stock account under the Amended and Restated Olin Corporation 1997 Stock Plan for Non-employee Directors and are settled in common stock or cash following the date the reporting person ceases to be a director.
( 3 )Security converts to common stock on a one-for-one basis.

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).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).

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