SEC Form 4
FORM 4 UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP

Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934
or Section 30(h) of the Investment Company Act of 1940
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 Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
O'Daniel Julie Marie
(Last) (First) (Middle)
100 VALVOLINE WAY
(Street)
LEXINGTON KY 40509
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
VALVOLINE INC [ VVV ] 		5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CLO and Corp. Secy
3. Date of Earliest Transaction (Month/Day/Year)
08/20/2021
4. If Amendment, Date of Original Filed (Month/Day/Year)
 6. Individual or Joint/Group Filing (Check Applicable Line)
X Form filed by One Reporting Person
Form filed by More than One Reporting Person
Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
1. Title of Security (Instr. 3) 2. Transaction Date (Month/Day/Year) 2A. Deemed Execution Date, if any (Month/Day/Year) 3. Transaction Code (Instr. 8) 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 7. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V Amount (A) or (D) Price
Common Stock 08/20/2021 M 4,304 A $16.67 13,369 D
Common Stock 08/20/2021 F 3,016(1) D $29.81 10,353 D
Common Stock 08/20/2021 M 4,035 A $20.99 14,388 D
Common Stock 08/20/2021 F 3,226(1) D $29.79 11,162 D
Common Stock 08/20/2021 M 5,111 A $20.8 16,273 D
Common Stock 08/20/2021 F 4,065(1) D $29.78 12,208 D
Common Stock 08/20/2021 M 20,983 A $20.29 33,191 D
Common Stock 08/20/2021 F 16,440(1) D $29.79 16,751 D
Common Stock 08/20/2021 M 10,500 A $20.37 27,251 D
Common Stock 08/20/2021 F 8,245(1) D $29.795 19,006 D
Common Stock 08/20/2021 S 4,969 D $29.808(2) 14,037 D
Common Stock 08/20/2021 I 2,038 A $29.81 2,965(3) I By 401(k) Plan
Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
1. Title of Derivative Security (Instr. 3) 2. Conversion or Exercise Price of Derivative Security 3. Transaction Date (Month/Day/Year) 3A. Deemed Execution Date, if any (Month/Day/Year) 4. Transaction Code (Instr. 8) 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) 6. Date Exercisable and Expiration Date (Month/Day/Year) 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) 8. Price of Derivative Security (Instr. 5) 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) 11. Nature of Indirect Beneficial Ownership (Instr. 4)
Code V (A) (D) Date Exercisable Expiration Date Title Amount or Number of Shares
FY 2014 Stock Appreciation Right $16.67 08/20/2021 M 4,304 (4) 12/13/2023 Common Stock 4,304 $0 0 D
FY 2015 Stock Appreciation Right $20.99 08/20/2021 M 4,035 (4) 12/12/2024 Common Stock 4,035 $0 0 D
FY 2016 Stock Appreciation Right $20.8 08/20/2021 M 5,111 (4) 12/18/2025 Common Stock 5,111 $0 0 D
FY 2017 Stock Appreciation Right $20.29 08/20/2021 M 20,983 (4) 12/16/2026 Common Stock 20,983 $0 0 D
FY 2019 Stock Appreciation Rights $20.37 08/20/2021 M 10,500 (4) 11/19/2028 Common Stock 10,500 $0 3,500 D
Units (5) 08/20/2021 I 3,768 (6) (6) Common Stock 3,768 $29.81 3,768 D
Explanation of Responses:
1. Shares withheld by Valvoline to cover the exercise price and applicable withholding taxes on the Reporting Person's exercise of stock appreciation rights.
2. The price reported in Column 4 is a weighted average price. These shares of Valvoline common stock were sold in multiple transactions at prices ranging from $29.80 to $29.821, inclusive. Upon request, the Reporting Person will provide to Valvoline, any security holder of Valvoline, or the staff of the Securities and Exchange Commission full information regarding the shares of Valvoline common stock sold at each separate price within the range set forth in this footnote.
3. Represents the approximate number of shares of Valvoline Comon 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 the Reporting Date.
4. 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.
5. Each unit represents a contingent right to receive one share of Valvoline common stock upon distribution.
6. Shares of Valvoline common stock become payable in respect of the units upon the Reporting Person's death or separation from service in accordance with the terms of the Nonqualified Defined Contribution Plan.
Remarks:
/s/ Ian C. Lofwall, Attorney-in-Fact 08/24/2021
** Signature of Reporting Person Date
Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly.
* If the form is filed by more than one reporting person, see Instruction 4 (b)(v).
** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).
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