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*
Fortson John C.
(Last) (First) (Middle)
4920 O'HEAR AVE
SUITE 400
(Street)
NORTH CHARLESTON SC 29405
(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)
X Director 10% Owner
X Officer (give title below) Other (specify below)
CEO & President, Interim CFO
3. Date of Earliest Transaction (Month/Day/Year)
02/18/2021
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 02/18/2021 A 7,256(1) A $0 61,560 D
Common Stock 02/18/2021 F 2,268(2) D $69.18 59,292 D
Common Stock 02/26/2021 A 8,906(3) A $0 68,198 D
Common Stock 02/28/2021 F 309(4) D $69.345 67,889 D
Common Stock 02/28/2021 F 207(5) D $69.345 67,682 D
Common Stock 02/28/2021 F 544(6) D $69.345 67,138 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) $32.05 02/26/2021 A 19,306(7) 02/26/2022 02/26/2031 Common Stock 19,306 $0 19,306 D
Explanation of Responses:
1. On February 18, 2021, the Leadership Development and Compensation Committee certified the attainment of the performance goals for certain performance-based restricted stock awards ("PSUs"). The PSUs were settled with shares of common stock.
2. Shares withheld by the Company to satisfy tax withholding obligations related to the PSUs that vested on February 18, 2021.
3. Grant of restricted stock units pursuant to the Ingevity Corporation 2016 Omnibus Incentive Plan, which will vest in three equal installments on February 26, 2022, 2023, and 2024.
4. Shares withheld by the Company to satisfy tax withholding obligations related to the 2018 RSUs that vested on February 28, 2021.
5. Shares withheld by the Company to satisfy tax withholding obligations related to the 2019 RSUs that vested on February 28, 2021.
6. Shares withheld by the Company to satisfy tax withholding obligations related to the 2020 RSUs that vested on February 28, 2021.
7. These options are granted pursuant to the Ingevity Corporation 2016 Omnibus Incentive Plan. Such options will vest ratably beginning February 26, 2022, 2023 and 2024.
Remarks:
/s/ John C. Fortson By: Stacy L. Cozad as Attorney-in-Fact 03/02/2021
** 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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