Huntsman CORP — Director's Dealing 2018

Jan 4, 2018

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Venator Materials PLC (VNTR)
CIK: 0001705682
Period of Report: 2018-01-03

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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2018-01-03	Ordinary Shares	S	1948955	$21.6562	Disposed	56452957	Indirect

Footnotes

F1: This Form 4 is being filed jointly by (i) Huntsman (Holdings) Netherlands B.V. ("Huntsman Holdings"), a subsidiary owned by Huntsman International LLC ("Huntsman International"), which is a direct wholly-owned subsidiary of Huntsman Corporation ("Huntsman"), and Huntsman International Financial LLC, which is a direct wholly-owned subsidiary of Huntsman International, and (ii) Huntsman. On January 3, 2018, Huntsman Holdings sold 1,948,955 of Venator Materials PLC's ("Venator") ordinary shares, par value $0.001 per share ("Ordinary Shares"), to the public upon the Underwriters' (as defined below) partial exercise of their option to purchase additional ordinary shares pursuant to the Underwriting Agreement, dated November 29, 2017, by and among Venator, Huntsman Holdings and the Underwriters named in Schedule A thereto (the "Underwriters").

F2: This amount represents the $22.50 public offering price per Ordinary Share less the underwriting discount of $0.84375 per Ordinary Share.