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*
PLATT PHILLIP JOHN

(Last) (First) (Middle)
5255 VIRGINIA AVE

(Street)
NORTH CHARLESTON SC 29406

(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
Ingevity Corp [ NGVT ]
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
Director 10% Owner
X Officer (give title below) Other (specify below)
CAO & Corporate Controller
3. Date of Earliest Transaction (Month/Day/Year)
02/28/2020
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 02/28/2020 F 76(1) D $44.74 2,259 D
Common Stock 02/28/2020 F 44(2) D $44.74 2,215 D
Common Stock 02/28/2020 A 833(3) A $0 3,048 D
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
Employee Stock Option (right-to-buy) $45.04 02/28/2020 A 2,363(4) 02/28/2021 02/28/2030 Common Stock 2,363 $0 2,363 D
Explanation of Responses:
1. Shares withheld by the Company to satisfy tax withholding obligations related to the 2018 RSUs that vested on February 28, 2020.
2. Shares withheld by the Company to satisfy tax withholding obligations related to the 2019 RSUs that vested on February 28, 2020.
3. Grant of restricted stock units pursuant to the Ingevity Corporation 2016 Omnibus Incentive Plan, which will vest in three equal installments on February 28, 2021, 2022, and 2023.
4. These options are granted pursuant to the Ingevity Corporation 2016 Omnibus Incentive Plan. Such options will vest ratably beginning February 28, 2021, 2022 and 2023.
Remarks:
/s/ Phillip J. Platt By: Katherine P. Burgeson as Attorney-in-Fact 03/03/2020
** 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).
Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure.
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