VALVOLINE INC — Director's Dealing 2021

Nov 15, 2021

SEC Form 4 — Statement of Changes in Beneficial Ownership

Issuer: VALVOLINE INC (VVV)
CIK: 0001674910
Period of Report: 2021-11-11

Reporting Person: Caldwell Jonathan L. (Chief People Officer)

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-11	Common Stock	A	2443	—	Acquired	5213	Direct
2021-11-11	Common Stock	F	785	$35.25	Disposed	4428	Direct
2021-11-12	Common Stock	M	591	—	Acquired	5019	Direct
2021-11-12	Common Stock	F	190	$35.16	Disposed	4829	Direct
2021-11-12	Common Stock	M	624	—	Acquired	5453	Direct
2021-11-12	Common Stock	F	201	$35.16	Disposed	5252	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-11	FY 2022 Restricted Stock Units	$	A	1630	Acquired		Common Stock (1630.0)	Direct
2021-11-11	FY 2022 Stock Appreciation Rights	$35.25	A	5690	Acquired	2031-11-11	Common Stock (5690.0)	Direct
2021-11-12	FY 2020 Restricted Stock Units	$	M	591	Disposed		Common Stock (591.0)	Direct
2021-11-12	FY 2021 Restricted Stock Units	$	M	624	Disposed		Common Stock (624.0)	Direct

Footnotes

F1: Represents shares earned from the FY19-FY21 performance stock unit ("PSU") award granted on November 19, 2018, as certified by the Compensation Committee of the Board of Directors on November 11, 2021. 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 FY19, FY20 and FY21, and a fourth cumulative FY19-FY21 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 FY19-FY21 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 144.5% 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.