VALVOLINE INC — Director's Dealing 2020

Nov 17, 2020

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VALVOLINE INC (VVV)
CIK: 0001674910
Period of Report: 2020-11-12

Reporting Person: O'Daniel Julie Marie (CLO and Corp. Secy)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-11-12	Common Stock	A	3119	—	Acquired	9881	Direct
2020-11-12	Common Stock	F	1002	$21.60	Disposed	8879	Direct
2020-11-13	Common Stock	M	1113	—	Acquired	9992	Direct
2020-11-13	Common Stock	F	358	$22.35	Disposed	9634	Direct
2020-11-13	Common Stock	M	1250	—	Acquired	10884	Direct
2020-11-13	Common Stock	F	402	$22.35	Disposed	10482	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-11-12	FY 2021 Restricted Stock Units	$	A	3970	Acquired		Common Stock (3970.0)	Direct
2020-11-12	FY 2021 Stock Appreciation Rights	$21.6	A	16860	Acquired	2030-11-12	Common Stock (16860.0)	Direct
2020-11-13	FY 2018 Restricted Stock Units	$	M	1113	Disposed		Common Stock (1113.0)	Direct
2020-11-13	FY 2020 Restricted Stock Units	$	M	1250	Disposed		Common Stock (1250.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	918	Indirect

Footnotes

F1: Represents shares earned from the FY18-FY20 performance stock unit ("PSU") award granted on November 13, 2017, as certified by the Compensation Committee of the Board of Directors on November 12, 2020. Earned PSUs became 100% vested on the last day of the performance period. The PSUs were measured against EPS performance goals over three separate one-year measurement periods for each of FY18, FY19 and FY20, and a fourth cumulative FY18-FY20 measurement period with a potential payout of 0% to 200% of Target. Each measurement period was weighted equally at 25%. The entire PSU payout was subject to a payment modifier (-25%, 0% or +25%) based on Valvoline's FY18-FY20 total shareholder return relative to the companies in the S&P MidCap 400 Index. Based on Valvoline's EPS performance and relative TSR performance, the Compensation Committee awarded a PSU payout equal to 51.2% of Target.

F2: Restricted stock units and performance stock units convert into Valvoline common stock on a one-for-one basis.

F3: Represents the approximate number of shares of Valvoline common stock held by the Reporting Person in the Valvoline 401(k) Plan based on the closing price of Valvoline common stock as of the close of business on the earliest Transaction Date.

F4: The restricted stock units vest in three equal annual installments beginning on the first anniversary of the grant date.

F5: Fifty percent (50%) of the stock appreciation rights vest on the first anniversary of the grant date and 25% vest on each of the second and third anniversaries of the grant date.