VALVOLINE INC — Director's Dealing 2017

Jun 6, 2017

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VALVOLINE INC (VVV)
CIK: 0001674910
Period of Report: 2017-06-01

Reporting Person: MITCHELL SAMUEL J (N/A)

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2017-06-01	Unit	$	A	188018.64	Acquired		Common Stock (188018.64)	Direct

Footnotes

F1: Each unit represents a contingent right to receive one share of Valvoline Inc. ("Valvoline") common stock upon distribution. Subject to the terms and requirements of the Valvoline 2016 Deferred Compensation Plan for Employees (the "Plan"), the reporting person may elect to transfer certain units held within the Plan to another hypothetical investment alternative.

F2: Shares of Valvoline common stock become payable in respect of the units upon the event of an unforeseeable emergency (as defined in the Plan) or the reporting person's death, disability or separation from service, in accordance with the terms of the Plan. The reporting person may elect to transfer certain units held within the Plan to another hypothetical investment alternative at any time.

F3: Ashland Global Holdings Inc. ("Ashland") distributed to its stockholders on May 12, 2017 (the "Distribution Date") 170,000,000 shares of 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, each of the reporting person's 34,945.137 outstanding units of Ashland was converted into the number of units of Valvoline obtained by dividing (a) the closing price of Ashland common stock on the Distribution Date by (b) 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.