VALVOLINE INC — Director's Dealing 2017

Nov 8, 2017

SEC Form 4/A — Form 4/A

Issuer: VALVOLINE INC (VVV)
CIK: 0001674910
Period of Report: 2017-06-06

Reporting Person: MITCHELL SAMUEL J (Director, Chief Executive Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-06	Common Stock	A	75533	—	Acquired	138568	Direct

Footnotes

F1: This amendment to the Statement of Beneficial Ownership of Securities on Form 4, filed with the Securities and Exchange Commission on June 8, 2017 (the "Original Form 4"), is being filed to correct the Original Form 4 filing to add 38,035 shares held directly by the Reporting Person that were inadvertently not included on the Original Form 4.

F2: Represents the sum of 46,696 shares of restricted stock granted pursuant to the adjustment described in footnote (3) below and 28,837 shares of restricted stock granted pursuant to the plan described in (4) below.

F3: Ashland Global Holdings Inc. ("Ashland") distributed to its stockholders on May 12, 2017 (the "Distribution Date") 170,000,000 shares of Valvoline Inc. ("Valvoline") common stock as a pro rata dividend (the "Distribution"). Pursuant to the terms of the Employee Matters Agreement entered into between Ashland and Valvoline dated September 22, 2016 (the "Employee Matters Agreement"), the Reporting Person was entitled to receive the number of shares of restricted stock of Valvoline obtained by dividing (x) the closing price of Ashland common stock on the Distribution Date by (y) the simple arithmetic average of the volume-weighted average price of Valvoline common stock for each of the ten consecutive trading days immediately following the Distribution Date (such quotient, the "Equity Award Exchange Ratio") for each such share of restricted stock.

F4: Pursuant to the terms of the Executive Performance Incentive and Retention Program (the "EPIRP"), upon the Distribution, one-third of the Reporting Person's performance-based restricted shares granted under the EPIRP were convertible at "target" level (i.e. 50%) into 5,360 time-vested restricted shares immediately following the 120th day following the consummation of the Distribution. Pursuant to the terms of the EPIRP, each such time-vested restricted share was further adjusted into the number of time-vested restricted shares equal to the Equity Award Exchange Ratio.

F5: Includes 75,533 shares of unvested restricted stock.