X0306 4 2017-06-06 0001674910 VALVOLINE INC VVV 0001685295 O'Daniel Julie Marie 100 VALVOLINE WAY LEXINGTON KY 40509 true Gen. Counsel, Corp. Secy, SVP Common Stock 2017-06-06 4 A 0 360 A 560 D Common Stock 869 I By 401(k) Plan Restricted Stock Unit 2017-06-06 4 A 0 4702 A Common Stock 4702 4702 D FY 2014 Stock Appreciation Right 16.67 2017-06-06 4 A 0 4304 A 2023-12-13 Common Stock 4304 4304 D FY 2015 Stock Appreciation Right 20.99 2017-06-06 4 A 0 4035 A 2024-12-12 Common Stock 4035 4035 D FY 2016 Stock Appreciation Right 20.8 2017-06-06 4 A 0 5111 A 2025-12-18 Common Stock 5111 5111 D FY 2017 Stock Appreciation Right 20.29 2017-06-06 4 A 0 20983 A 2026-12-16 Common Stock 20983 20983 D Ashland Global Holdings Inc. ("Ashland") distributed to its stockholders on May 12, 2017 (the "Distribution Date") 170,000,000 shares of Valvoline Inc. ("Valvoline") common stock as a pro rata dividend (the "Distribution"). Pursuant to the terms of the Employee Matters Agreement entered into between Ashland and Valvoline dated September 22, 2016 (the "Employee Matters Agreement"), the Reporting Person was entitled to receive the number of shares of restricted stock of Valvoline obtained by dividing (x) the closing price of Ashland common stock on the Distribution Date by (y) the simple arithmetic average of the volume-weighted average price of Valvoline common stock for each of the ten consecutive trading days immediately following the Distribution Date (such quotient, the "Equity Award Exchange Ratio") for each such share of restricted stock. Includes 360 shares of unvested restricted stock. As of the close of business on June 5, 2017, the reporting person had acquired approximately 869 shares of Valvoline common stock under the Valvoline 401(k) plan (based on the closing price of Valvoline common stock as of the close of business on June 5, 2017). Each restricted stock unit represents a contingent right to receive one (1) share of Valvoline common stock. Represents the sum of 3,986 restricted stock units granted pursuant to the adjustment described in footnote (6) below and 716 restricted stock units granted pursuant to the plan described in footnote (7) below. Pursuant to the terms of the Employee Matters Agreement, the Reporting Person was entitled to receive the number of restricted stock units of Valvoline equal to the Equity Award Exchange Ratio for each such restricted stock unit. Pursuant to the terms of the FY 2016- 2018 Long Term Incentive Plan (the "LTIP Plan"), upon the Distribution, one-third of the Reporting Person's performance units under the LTIP Plan became convertible into 133 time-based, stock-settled restricted stock units immediately following the 120th day following the consummation of the Distribution. Pursuant to the terms of the LTIP Plan, each such time-based, stock settled restricted stock unit was further adjusted into the number of time-based, stock settled restricted stock units equal to the Equity Award Exchange Ratio. The restricted stock units described in footnote (6) above vest upon the same terms and conditions as were applicable to the Reporting Person's awards of restricted stock units of Ashland immediately prior to the Distribution. The restricted stock units described in footnote (7) above vest upon the third anniversary of the grant date (i.e. November 18, 2018) so long as the Reporting Person remains employed through such vesting date. Pursuant to the terms of the Employee Matters Agreement, the Reporting Person was entitled to receive the number of stock appreciation rights of Valvoline equal to the Equity Award Exchange Ratio for each such stock appreciation right, and the original strike price of $89.69 was converted to $16.67. Fifty percent (50%) of the stock appreciation rights vested on November 13, 2014, twenty-five percent (25%) of the stock appreciation rights vested on November 13, 2015 and twenty-five percent (25%) of the stock appreciation rights vested on November 13, 2016. Pursuant to the terms of the Employee Matters Agreement, the Reporting Person was entitled to receive the number of stock appreciation rights of Valvoline equal to the Equity Award Exchange Ratio for each such stock appreciation right, and the original strike price of $112.91 was converted to $20.99. Fifty percent (50%) of the stock appreciation rights vested on November 12, 2015, twenty-five percent (25%) of the stock appreciation rights vested on November 12, 2016 and twenty-five percent (25%) of the stock appreciation rights vest on November 12, 2017. Pursuant to the terms of the Employee Matters Agreement, the Reporting Person was entitled to receive the number of stock appreciation rights of Valvoline equal to the Equity Award Exchange Ratio for each such stock appreciation right, and the original strike price of $111.89 was converted to $20.80. Fifty percent (50%) of the stock appreciation rights vested on November 18, 2016, twenty-five percent (25%) of the stock appreciation rights vest on November 18, 2017 and twenty-five percent (25%) of the stock appreciation rights vest on November 18, 2018. Pursuant to the terms of the Employee Matters Agreement, the Reporting Person was entitled to receive the number of stock appreciation rights of Valvoline equal to the Equity Award Exchange Ratio for each such stock appreciation right, and the original strike price of $109.15 was converted to $20.29. Fifty percent (50%) of the stock appreciation rights vest on November 16, 2017, twenty-five percent (25%) of the stock appreciation rights vest on November 16, 2018 and twenty-five percent (25%) of the stock appreciation rights vest on November 16, 2019. /s/ Issa O. Yesufu, Attorney-in-Fact 2017-06-08