INNOSPEC INC. — Director's Dealing 2011

Mar 7, 2011

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INNOSPEC INC. (IOSP)
CIK: 0001054905
Period of Report: 2011-03-07

Reporting Person: Hartley Andrew (VP & General Counsel)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2011-03-04	Common Stock	M	98	—	Acquired	7376	Direct
2011-03-04	Common Stock	M	2607	—	Acquired	9983	Direct
2011-03-04	Common Stock	M	648	—	Acquired	10631	Direct
2011-03-04	Common Stock	M	210	$20.23	Acquired	10841	Direct
2011-03-04	Common Stock	M	109	$20.23	Acquired	10950	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2011-03-04	Stock Options	$0	M	200	Disposed	2017-03-12	Common Stock (200)	Direct
2011-03-04	Stock Options	$0	M	5320	Disposed	2016-02-13	Common Stock (5320)	Direct
2011-03-04	Stock Options	$0	M	5289	Disposed	2018-02-20	Common Stock (5289)	Direct
2011-03-04	Stock Options	$20.23	M	890	Disposed	2018-02-20	Common Stock (890)	Direct
2011-03-04	Stock Options	$20.23	M	989	Disposed	2018-02-20	Common Stock (989)	Direct

Footnotes

F1: Pursuant to Clause 12 of the Rules of the Innospec Inc Performance Related Stock Option Plan, a cash payment is being made to Andrew Hartley in lieu of the transfer of the remaining 102 shares to enable him to pay UK withholding tax obligations in respect of the exercise of options.

F2: Pursuant to Clause 12 of the Rules of the Innospec Inc Performance Related Stock Option Plan, a cash payment is being made to Andrew Hartley in lieu of the transfer of the remaining 2713 shares to enable him to pay UK withholding tax obligations in respect of the exercise of options.

F3: 25% of 5289 vested = 1323

F4: Pursuant to Clause 12 of the Rules of the Innospec Inc Performance Related Stock Option Plan, a cash payment is being made to Andrew Hartley in lieu of the transfer of the remaining 675 shares to enable him to pay UK withholding tax obligations in respect of the exercise of options.

F5: Pursuant to Clause 16 of the Rules of the Innospec Inc Company Stock Option Plan A, a cash payment is being made to Andrew Hartley in lieu of the transfer of the remaining 680 shares to enable him to pay UK withholding tax obligations in respect of the exercise of options.

F6: Pursuant to Clause 16 of the Rules of the Innospec Inc Company Stock Option Plan B, a cash payment is being made to Andrew Hartley in lieu of the transfer of the remaining 880 shares to enable him to pay UK withholding tax obligations in respect of the exercise of options.