Julie Marie O'Daniel - Nov 20, 2023 Form 4 Insider Report for VALVOLINE INC (VVV)

Role
Chief Legal Officer
Signature
/s/ Ian C. Lofwall, Attorney-in-Fact
Stock symbol
VVV
Transactions as of
Nov 20, 2023
Transactions value $
-$164,186
Form type
4
Date filed
11/22/2023, 07:41 AM
Previous filing
Nov 20, 2023
Next filing
Nov 24, 2023

Transactions Table

Type Sym Class Transaction Value $ Shares Change % * Price $ Shares After Date Ownership Footnotes
transaction VVV Common Stock Options Exercise +13.4K +84.35% 29.2K Nov 20, 2023 Direct F1
transaction VVV Common Stock Tax liability -$148K -4.22K -14.46% $34.94 25K Nov 20, 2023 Direct
transaction VVV Common Stock Options Exercise $71.3K +3.5K +14.01% $20.37 28.5K Nov 20, 2023 Direct F2
transaction VVV Common Stock Tax liability -$87.9K -2.5K -8.77% $35.20 26K Nov 20, 2023 Direct F3
holding VVV Common Stock 3.04K Nov 20, 2023 By 401(k) Plan F4

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 Performance Stock Units Options Exercise $0 -13.4K -100% $0.00* 0 Nov 20, 2023 Common Stock 13.4K Direct F1, F5
transaction VVV FY 2019 Stock Appreciation Rights Options Exercise $0 -3.5K -100% $0.00* 0 Nov 20, 2023 Common Stock 3.5K $20.37 Direct F2, F6
* An asterisk sign (*) next to the price indicates that the price is likely invalid.

Buy Plan / Sale Plan: These are also open market purchases/sales of shares, but in this case the transaction is part of a trading plan. Rule 10b5-1 allows insiders to setup a trading plan to buy/sell stocks over a certain period of time. Since the purchases/sales are predetermined, this protects the insiders from violating insider trading law.

Transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c).

Explanation of Responses:

Id Content
F1 Performance stock units convert into Valvoline common stock on a one-for-one basis.
F2 Transaction was effected pursuant to a 10b5-1 Plan adopted by the Reporting Person on May 31, 2023.
F3 Shares withheld by Valvoline to cover the exercise price and applicable withholding taxes on the Reporting Person's exercise of stock appreciation rights.
F4 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 Transaction Date.
F5 Represents PSUs earned from the FY21-FY23 performance period as certified by the Compensation Committee of the Board of Directors on Nov. 16, 2023. The earned PSUs became 100% vested on September 30, 2023 and are distributed as soon as practicable after certification of the award by the Compensation Committee.
F6 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.