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: Matheys Heidi J. (N/A)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2017-06-06	Common Stock	A	640	—	Acquired	1040	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-06-06	Restricted Stock Unit	$	A	4443	Acquired		Common Stock (4443)	Direct
2017-06-06	FY 2013 Stock Appreciation Right	$13.08	A	2152	Acquired	2022-12-14	Common Stock (2152)	Direct
2017-06-06	FY 2014 Stock Appreciation Right	$16.67	A	8070	Acquired	2023-12-13	Common Stock (8070)	Direct
2017-06-06	FY 2015 Stock Appreciation Right	$20.99	A	7801	Acquired	2024-12-12	Common Stock (7801)	Direct
2017-06-06	FY 2016 Stock Appreciation Right	$20.8	A	9684	Acquired	2025-12-18	Common Stock (9684)	Direct
2017-06-06	FY 2017 Stock Appreciation Right	$20.29	A	11298	Acquired	2026-12-16	Common Stock (11298)	Direct

Footnotes

F1: 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.

F2: Includes 640 shares of unvested restricted stock.

F3: Each restricted stock unit represents a contingent right to receive one (1) share of Valvoline common stock.

F4: Represents the sum of 3,188 restricted stock units granted pursuant to the adjustment described in footnote (5) below and 1,255 restricted stock units granted pursuant to the plan described in footnote (6) below.

F5: Pursuant to the terms of the Employee Matters Agreement, the Reporting Person was entitled to receive the number of restricted stock units of Valvoline equal to the Equity Award Exchange Ratio for each such restricted stock unit.

F6: Pursuant to the terms of the FY 2016- 2018 Long Term Incentive Plan (the "LTIP Plan"), upon the Distribution, one-third of the Reporting Person's performance units under the LTIP Plan became convertible into 233 time-based, stock-settled restricted stock units immediately following the 120th day following the consummation of the Distribution. Pursuant to the terms of the LTIP Plan, each such time-based, stock settled restricted stock unit was further adjusted into the number of time-based, stock settled restricted stock units equal to the Equity Award Exchange Ratio.

F7: The restricted stock units described in footnote (5) above 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. The restricted stock units described in footnote (6) above vest upon the third anniversary of the grant date (i.e. November 18, 2018) so long as the Reporting Person remains employed through such vesting date.

F8: 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 $70.37 was converted to $13.08.

F9: Fifty percent (50%) of the stock appreciation rights vested on November 14, 2013, twenty-five percent (25%) of the stock appreciation rights vested on November 14, 2014 and twenty-five percent (25%) of the stock appreciation rights vested on November 14, 2015.

F10: 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 $89.69 was converted to $16.67.

F11: Fifty percent (50%) of the stock appreciation rights vested on November 13, 2014, twenty-five percent (25%) of the stock appreciation rights vested on November 13, 2015 and twenty-five percent (25%) of the stock appreciation rights vested on November 13, 2016.

F12: 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 $112.91 was converted to $20.99.

F13: Fifty percent (50%) of the stock appreciation rights vested on November 12, 2015, twenty-five percent (25%) of the stock appreciation rights vested on November 12, 2016 and twenty-five percent (25%) of the stock appreciation rights vest on November 12, 2017.

F14: 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 $111.89 was converted to $20.80.

F15: Fifty percent (50%) of the stock appreciation rights vested on November 18, 2016, twenty-five percent (25%) of the stock appreciation rights vest on November 18, 2017 and twenty-five percent (25%) of the stock appreciation rights vest on November 18, 2018.

F16: 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.

F17: 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.