Heidi J. Matheys - 11 Nov 2021 Form 4 Insider Report for VALVOLINE INC (VVV)

Role: SVP, Chief Marketing Officer
Signature: /s/ Ian C. Lofwall, Attorney-in-Fact
Issuer symbol: VVV
Transactions as of: 11 Nov 2021
Net transactions value: -$99,211
Form type: 4
Filing time: 15 Nov 2021, 16:41:31 UTC
Next filing: 22 Nov 2021
SEC: View on sec.gov

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VVV	Common Stock	Award		+6,951	+28%		32,003	11 Nov 2021	Direct	F1, F2
transaction	VVV	Common Stock	Tax liability	$78,678	-2,232	-7%	$35.25	29,771	11 Nov 2021	Direct
transaction	VVV	Common Stock	Options Exercise		+882	+3%		30,653	12 Nov 2021	Direct	F2
transaction	VVV	Common Stock	Tax liability	$9,985	-284	-0.93%	$35.16	30,369	12 Nov 2021	Direct
transaction	VVV	Common Stock	Options Exercise		+932	+3.1%		31,301	12 Nov 2021	Direct	F2
transaction	VVV	Common Stock	Tax liability	$10,548	-300	-0.96%	$35.16	31,001	12 Nov 2021	Direct

Derivative Securities (e.g., puts, calls, warrants, options, convertible securities)

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Underlying Class	Amount	Exercise Price	Ownership	Footnotes
transaction	VVV	FY 2022 Restricted Stock Units	Award	$0	+1,990		$0.000000	1,990	11 Nov 2021	Common Stock	1,990		Direct	F2, F3
transaction	VVV	FY 2022 Stock Appreciation Rights	Award	$0	+6,950		$0.000000	6,950	11 Nov 2021	Common Stock	6,950	$35.25	Direct	F4
transaction	VVV	FY 2020 Restricted Stock Units	Options Exercise	$0	-882	-50%	$0.000000	882	12 Nov 2021	Common Stock	882		Direct	F2, F3
transaction	VVV	FY 2021 Restricted Stock Units	Options Exercise	$0	-932	-33%	$0.000000	1,868	12 Nov 2021	Common Stock	932		Direct	F2, F3

* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Explanation of Responses:

Id	Content
F1	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.
F2	Restricted stock units and performance stock units convert into Valvoline common stock on a one-for-one basis.
F3	The restricted stock units vest in three equal annual installments beginning on the first anniversary of the grant date.
F4	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.