Huntsman CORP — Director's Dealing 2019

Feb 6, 2019

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: Venator Materials PLC (VNTR)
CIK: 0001705682
Period of Report: 2019-02-04

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
2019-02-06	Ordinary Shares	J	4334389	$4.3626	Disposed	52118568	Indirect

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2019-02-04	Post-paid share sale contract	$	J	4334389	Disposed		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. Huntsman Holdings delivered the Ordinary Shares to Dealer on December 3, 2018. On February 4, 2019, Dealer accelerated the final settlement of the Transaction to February 6, 2019. The Transaction immediately allowed the Huntsman Corporation ("Huntsman") to deconsolidate Venator Materials PLC on or about December 3, 2018.

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.