Ashland Global Holdings Inc.
ASHLAND GLOBAL HOLDINGS INC (Form: 4, Received: 06/06/2017 21:45:20)
FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940
                      

1. Name and Address of Reporting Person *

WILLIS J KEVIN
2. Issuer Name and Ticker or Trading Symbol

ASHLAND GLOBAL HOLDINGS INC [ ASH ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Chief Financial Officer
(Last)          (First)          (Middle)

50 E. RIVERCENTER BLVD.
3. Date of Earliest Transaction (MM/DD/YYYY)

6/2/2017
(Street)

COVINGTON, KY 41011
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   6/5/2017     A    15968   A $0   (1) 20499   (2) D    
Common Stock                  16563   (3) I   401(k)  
Common Stock                  444   (3) I   LESOP  

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
1. Title of Derivate Security
(Instr. 3)
2. Conversion or Exercise Price of Derivative Security 3. Trans. Date 3A. Deemed Execution Date, if any 4. Trans. 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 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 of Derivative Security: 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
Common Stock Units     (4) 6/2/2017     A      13166         (5)   (5) Common Stock   13166   $0   (6) 28069   (7) D    
Restricted Stock Units     (8) 6/2/2017     A      8036   (9)        (10)   (10) Common Stock   8036   $0   (9) 12832   (11) D    

Explanation of Responses:
(1)  Represents the sum of 3,223 shares of restricted stock granted pursuant to the adjustment described in clause (a) of this footnote (1) and 12,745 shares of restricted stock granted pursuant to the plan described in clause (b) this footnote (1). (a) 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 applicable equity compensation plan, the Reporting Person was entitled to receive the number of shares of restricted stock equal to the quotient of (x) the closing price of Ashland common stock on the Distribution Date and (y) the simple arithmetic average of the volume-weighted average price of Ashland common stock for each of the ten consecutive trading days immediately following the Distribution Date (such quotient, the "Equity Award Adjustment Ratio") for each such share of restricted stock. (b) Pursuant to the terms of the Executive Performance Incentive and Retention Program (the "EPIRP"), upon the Distribution, one-third of the Reporting Person's performance-based restricted shares granted under the EPIRP were convertible at "target" level (i.e. 50%) into 12,745 time-vested restricted shares immediately following the 120th day following the consummation of the Distribution. Pursuant to the terms of the EPIRP, each such time-vested restricted share was further adjusted into the number of time-vested restricted shares equal to the Equity Award Adjustment Ratio for each such time-vested restricted share.
(2)  Includes 19,616 shares of unvested restricted stock. Balance also includes 22 additional shares of restricted stock acquired in lieu of cash dividends, 11 which were paid on December 15, 2016, and 11 which were paid on March 15, 2017.
(3)  In connection with the separation of Ashland and Valvoline, half of the Reporting Person's LESOP account was merged into the Ashland stock fund of the Reporting Person's 401(k) while the other half was transferred to Valvoline where the Ashland shares will gradually be sold for Valvoline shares.
(4)  1 for 1.
(5)  The common stock units are payable upon the same terms and conditions as were applicable to the Reporting Person's awards of common stock units immediately prior to the Distribution.
(6)  Pursuant to the terms of the applicable equity compensation plan, the Reporting Person was entitled to receive the number of common stock units equal to the Equity Award Adjustment Ratio for each such common stock unit. Common stock units were acquired pursuant to Ashland's Deferred Compensation Plan for Employees. One (1) common stock unit is the equivalent of one (1) share of common stock.
(7)  Balance includes 99 additional common stock units acquired in lieu of cash dividends, 52 which were paid on December 15, 2016, and 47 which were paid on March 15, 2017.
(8)  Each restricted stock unit represents a contingent right to receive one (1) share of common stock.
(9)  Represents the sum of 4,237 restricted stock units granted pursuant to the adjustment described in clause (a) of this footnote (9) and 3,799 restricted stock units granted pursuant to the plan described in clause (b) this footnote (9). (a) Pursuant to the terms of the applicable equity compensation plan, the Reporting Person was entitled to receive the number of restricted stock units equal to the Equity Award Adjustment Ratio for each such restricted stock unit. (b) 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 3,799 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 Adjustment Ratio.
(10)  The restricted stock units described in clause (a) of footnote (9) vest upon the same terms and conditions as were applicable to the Reporting Person's awards of restricted stock units immediately prior to the Distribution. The restricted stock units described in clause (b) of footnote (9) 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.
(11)  Balance includes 31 additional restricted stock units acquired in lieu of cash dividends, 16 which were paid on December 15, 2016, and 15 which were paid on March 15, 2017.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
WILLIS J KEVIN
50 E. RIVERCENTER BLVD.
COVINGTON, KY 41011


Chief Financial Officer

Signatures
/s/ Jennifer I. Henkel, Attorney-in-Fact 6/6/2017
** Signature of Reporting Person Date


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