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INNOSPEC INC. Director's Dealing 2011

Feb 23, 2011

31718_dirs_2011-02-23_2283c3a8-18fa-4e12-8f51-ff0df5c219b1.zip

Director's Dealing

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SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: INNOSPEC INC. (IOSP)
CIK: 0001054905
Period of Report: 2011-02-23

Reporting Person: Watt Brian (VP, Strategic Planning)

Non-Derivative Transactions

Date Security Code Shares Price A/D Holdings After Ownership
2011-02-18 Common Stock P 686 $26.9350 Acquired 6937 Direct
2011-02-18 Common Stock P 1413 $26.8825 Acquired 8350 Direct
2011-02-22 Common Stock M 1566 $0.00 Acquired 9916 Direct
2011-02-22 Common Stock M 383 $0.00 Acquired 10299 Direct

Derivative Transactions

Date Security Exercise Price Code Shares A/D Expiration Underlying Ownership
2011-02-22 Options $0 M 3070 Disposed 2016-02-13 Common Stock (3070) Direct
2011-02-22 Options $0 M 750 Disposed 2018-02-20 Common Stock (750) Direct

Footnotes

F1: Co- Investment

F2: This price represents the average purchase prices for multiple transactions reported on this line. The prices of the transactions ranged from $26.8700 to $26.9600. Upon request by the SEC, the Issuer, or a security holder of the Issuer, the Reporting Person will undertake to provide full information regarding the number of shares and prices at which the transactions were affected.

F3: Special Bonus

F4: This price represents the average purchase prices for multiple transactions reported on this line. The prices of the transactions ranged from $26.8200 to $26.9500. Upon request by the SEC, the Issuer, or a security holder of the Issuer, the Reporting Person will undertake to provide full information regarding the number of shares and prices at which the transactions were affected.

F5: Pursuant to Clause 12 of the Rules of the Innospec Inc Performance Related Stock Option Plan, a cash payment is being made to Brian Watt in lieu of the transfer of the remaining 1504 shares to enable him to pay UK withholding tax obligations in respect of the exercise of options.

F6: Pursuant to Clause 12 of the Rules of the Innospec Inc Performance Related Stock Option Plan, a cash payment is being made to Brian Watt in lieu of the transfer of the remaining 367 shares to enable him to pay UK withholding tax obligations in respect of the exercise of options.