Samuel J. Mitchell - Nov 17, 2022 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 17, 2022
Transactions value $
-$1,991,593
Form type
4
Date filed
11/21/2022, 04:50 PM
Previous filing
Nov 15, 2022
Next filing
Dec 1, 2022

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VVV Common Stock Award +129K +34.4% 503K Nov 17, 2022 Direct F1, F2
transaction VVV Common Stock Tax liability -$1.99M -60.6K -12.06% $32.87 442K Nov 17, 2022 Direct
holding VVV Common Stock 5.67K Nov 17, 2022 By 401(k) Plan 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 FY20-FY22 performance stock unit ("PSU") award granted on November 14, 2019, as certified by the Compensation Committee of the Board of Directors on November 17, 2022. 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 FY20, FY21 and FY22, and a fourth cumulative FY20-FY22 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 FY20-FY22 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 200% of Target.
F2 PSUs 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 on the earliest Transaction Date.