Samuel J. Mitchell - Nov 11, 2021 Form 4 Insider Report for VALVOLINE INC (VVV)

Role: Chief Executive Officer, Director
Signature: /s/ Ian C. Lofwall, Attorney-in-Fact
Stock symbol: VVV
Transactions as of: Nov 11, 2021
Transactions value $: -$2,026,950
Form type: 4
Date filed: 11/15/2021, 04:48 PM
Previous filing: Jul 7, 2021
Next filing: Nov 22, 2021

Transactions Table

Type	Sym	Class	Transaction	Value $	Shares	Change %	* Price $	Shares After	Date	Ownership	Footnotes
transaction	VVV	Common Stock	Award		+99K	+37.4%		364K	Nov 11, 2021	Direct	F1, F2
transaction	VVV	Common Stock	Tax liability	-$1.64M	-46.6K	-12.82%	$35.25	317K	Nov 11, 2021	Direct
transaction	VVV	Common Stock	Options Exercise		+11.3K	+3.55%		328K	Nov 12, 2021	Direct	F2
transaction	VVV	Common Stock	Tax liability	-$187K	-5.31K	-1.62%	$35.16	323K	Nov 12, 2021	Direct
transaction	VVV	Common Stock	Options Exercise		+11.9K	+3.69%		335K	Nov 12, 2021	Direct	F2
transaction	VVV	Common Stock	Tax liability	-$197K	-5.61K	-1.68%	$35.16	329K	Nov 12, 2021	Direct
holding	VVV	Common Stock						5.57K	Nov 11, 2021	By 401(k) Plan	F3

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	+21.1K		$0.00	21.1K	Nov 11, 2021	Common Stock	21.1K		Direct	F2, F4
transaction	VVV	FY 2022 Stock Appreciation Rights	Award	$0	+73.9K		$0.00	73.9K	Nov 11, 2021	Common Stock	73.9K	$35.25	Direct	F5
transaction	VVV	FY 2020 Restricted Stock Units	Options Exercise	$0	-11.3K	-50%	$0.00	11.3K	Nov 12, 2021	Common Stock	11.3K		Direct	F2, F4
transaction	VVV	FY 2021 Restricted Stock Units	Options Exercise	$0	-11.9K	-33.33%	$0.00	23.8K	Nov 12, 2021	Common Stock	11.9K		Direct	F2, F4

* 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	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.
F4	The restricted stock units vest in three equal annual installments beginning on the first anniversary of the grant date.
F5	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.