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

Non-Derivative Transactions

Date	Security	Code	Shares	Price	A/D	Holdings After	Ownership
2021-11-11	Common Stock	A	10419	—	Acquired	24456	Direct
2021-11-11	Common Stock	F	3345	$35.25	Disposed	21111	Direct
2021-11-12	Common Stock	M	1274	—	Acquired	22385	Direct
2021-11-12	Common Stock	F	409	$35.16	Disposed	21976	Direct
2021-11-12	Common Stock	M	1347	—	Acquired	23323	Direct
2021-11-12	Common Stock	F	433	$35.16	Disposed	22890	Direct
2021-11-12	Common Stock	S	3537	$35.28	Disposed	19353	Direct

Derivative Transactions

Date	Security	Exercise Price	Code	Shares	A/D	Expiration	Underlying	Ownership
2021-11-11	FY 2022 Restricted Stock Units	$	A	2890	Acquired		Common Stock (2890.0)	Direct
2021-11-11	FY 2022 Stock Appreciation Rights	$35.25	A	10110	Acquired	2031-11-11	Common Stock (10110.0)	Direct
2021-11-12	FY 2020 Restricted Stock Units	$	M	1274	Disposed		Common Stock (1274.0)	Direct
2021-11-12	FY 2021 Restricted Stock Units	$	M	1347	Disposed		Common Stock (1347.0)	Direct

Holdings (Non-Derivative)

Security	Shares	Ownership
Common Stock	2977	Indirect

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: Transaction was effected pursuant to a Rule 10b5-1 Plan adopted by the Reporting Person on August 27, 2021.

F4: 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.

F5: The restricted stock units vest in three equal annual installments beginning on the first anniversary of the grant date.

F6: 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.