Huntsman CORP — Director's Dealing 2018

Dec 3, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Venator Materials PLC (VNTR)
CIK: 0001705682
Period of Report: 2018-12-03

Reporting Person: Huntsman CORP (10% Owner)
Reporting Person: Huntsman (Holdings) Netherlands B.V. (10% Owner)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2018-12-03	Post-paid share sale contract	$	J	4334389	Acquired		Ordinary Shares (4334389)	Indirect

Footnotes

F1: On December 3, 2018, Huntsman (Holdings) Netherlands B.V. ("Huntsman Holdings") entered into a post-paid share sale transaction (the "Transaction") with Bank of America N.A. ("Dealer"). Pursuant to the Transaction, Huntsman Holdings sold an aggregate of 4,334,389 Ordinary Shares to Dealer at a price to be determined based on the average of the daily volume weighted average price of the Ordinary Shares over an agreed period. The Transaction immediately allows the Huntsman Corporation ("Huntsman") to deconsolidate Venator Materials PLC. Huntsman Holdings delivered the Ordinary Shares to the Dealer on or about December 3, 2018. Payment by Dealer to Huntsman Holdings for the Ordinary Shares will occur in increments during the first quarter of 2019.

F2: This Form 4 is being filed jointly by (i) Huntsman Holdings, a direct wholly-owned subsidiary of Huntsman International LLC, which is a direct wholly-owned subsidiary of Huntsman, and (ii) Huntsman.