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*
Huntsman CORP

(Last) (First) (Middle)
10003 WOODLOCH FOREST DRIVE

(Street)
THE WOODLANDS TX 77380

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Venator Materials PLC [ VNTR ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director X 10% Owner
Officer (give title below) Other (specify below)
3. Date of Earliest Transaction (Month/Day/Year)
01/03/2018
4. If Amendment, Date of Original Filed (Month/Day/Year)
6. Individual or Joint/Group Filing (Check Applicable Line)
Form filed by One Reporting Person
X 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
Ordinary Shares 01/03/2018 S(1) 1,948,955 D $21.6562(2) 56,452,957 I(1) See Footnote(1)
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
1. Name and Address of Reporting Person*
Huntsman CORP

(Last) (First) (Middle)
10003 WOODLOCH FOREST DRIVE

(Street)
THE WOODLANDS TX 77380

(City) (State) (Zip)
1. Name and Address of Reporting Person*
Huntsman (Holdings) Netherlands B.V.

(Last) (First) (Middle)
10003 WOODLOCH FOREST DRIVE

(Street)
THE WOODLANDS TX 77380

(City) (State) (Zip)
Explanation of Responses:
1. This Form 4 is being filed jointly by (i) Huntsman (Holdings) Netherlands B.V. ("Huntsman Holdings"), a subsidiary owned by Huntsman International LLC ("Huntsman International"), which is a direct wholly-owned subsidiary of Huntsman Corporation ("Huntsman"), and Huntsman International Financial LLC, which is a direct wholly-owned subsidiary of Huntsman International, and (ii) Huntsman. On January 3, 2018, Huntsman Holdings sold 1,948,955 of Venator Materials PLC's ("Venator") ordinary shares, par value $0.001 per share ("Ordinary Shares"), to the public upon the Underwriters' (as defined below) partial exercise of their option to purchase additional ordinary shares pursuant to the Underwriting Agreement, dated November 29, 2017, by and among Venator, Huntsman Holdings and the Underwriters named in Schedule A thereto (the "Underwriters").
2. This amount represents the $22.50 public offering price per Ordinary Share less the underwriting discount of $0.84375 per Ordinary Share.
/s/ Huntsman Corporation, by Russ Stolle, as Attorney-in-Fact 01/04/2018
/s/ Huntsman (Holdings) Netherlands B.V., by Russ Stolle, as Attorney-in-Fact 01/04/2018
** 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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