VALVOLINE INC — Director's Dealing 2017

Jun 9, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

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

Reporting Person: Rios Victor T. (N/A)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-06-06	Restricted Stock Unit	$	A	10046	Acquired		Common Stock (10046)	Direct
2017-06-06	FY 2017 Stock Appreciation Right	$20.29	A	11029	Acquired	2026-12-16	Common Stock (11029)	Direct

Footnotes

F1: Each restricted stock unit represents a contingent right to receive one (1) share of Valvoline common stock.

F2: 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 restricted stock units 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 restricted stock unit.

F3: The restricted stock units vest upon the same terms and conditions as were applicable to the Reporting Person's awards of restricted stock units of Ashland immediately prior to the Distribution.

F4: Pursuant to the terms of the Employee Matters Agreement, the Reporting Person was entitled to receive the number of stock appreciation rights of Valvoline equal to the Equity Award Exchange Ratio for each such stock appreciation right, and the original strike price of $109.15 was converted to $20.29.

F5: Fifty percent (50%) of the stock appreciation rights vest on November 16, 2017, twenty-five percent (25%) of the stock appreciation rights vest on November 16, 2018 and twenty-five percent (25%) of the stock appreciation rights vest on November 16, 2019.