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: Caldwell Jonathan L. (Chief People Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2020-11-12	Common Stock	A	728	—	Acquired	728	Direct
2020-11-12	Common Stock	F	234	$21.60	Disposed	494	Direct
2020-11-13	Common Stock	M	520	—	Acquired	1014	Direct
2020-11-13	Common Stock	F	167	$22.35	Disposed	847	Direct
2020-11-13	Common Stock	M	578	—	Acquired	1425	Direct
2020-11-13	Common Stock	F	186	$22.35	Disposed	1239	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2020-11-12	FY 2021 Restricted Stock Units	$	A	1840	Acquired		Common Stock (1840.0)	Direct
2020-11-12	FY 2021 Stock Appreciation Rights	$21.6	A	7790	Acquired	2030-11-12	Common Stock (7790.0)	Direct
2020-11-13	FY 2018 Restricted Stock Units	$	M	520	Disposed		Common Stock (520.0)	Direct
2020-11-13	FY 2020 Restricted Stock Units	$	M	578	Disposed		Common Stock (578.0)	Direct

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

F4: 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.