SEC Info - Woodcock Stuart Edward Jr. - ‘4’ for 2/18/21 re: Ingevity Corp.

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^*

WOODCOCK STUART EDWARD JR.

(Last)

(First)

(Middle)

4920 O'HEAR AVE, SUITE 400

(Street)

N. CHARLESTON

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)

	Director	10% Owner
X	Officer (give title below)	Other (specify below)
EVP, President Perf Materials

3. Date of Earliest Transaction (Month/Day/Year)
2/18/21

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)
1. Title of Security (Instr. 3)	2. Transaction Date (Month/Day/Year)	2A. Deemed Execution Date, if any (Month/Day/Year)	Code	V	Amount	(A) or (D)	Price		6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	7. Nature of Indirect Beneficial Ownership (Instr. 4)
Common Stock	2/18/21		A		2,710 ⁽¹⁾	A	$0	17,768	D
Common Stock	2/18/21		F		843 ⁽²⁾	D	$69.18	16,925	D
Common Stock	2/26/21		A		1,912 ⁽³⁾	A	$0	18,837	D
Common Stock	2/26/21		A		7,197 ⁽³⁾	A	$0	26,034	D
Common Stock	2/28/21		F		156 ⁽⁴⁾	D	$69.345	25,878	D
Common Stock	2/28/21		F		123 ⁽⁵⁾	D	$69.345	25,755	D
Common Stock	2/28/21		F		417 ⁽⁶⁾	D	$69.345	25,338	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)
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)	Code	V	(A)	(D)	Date Exercisable	Expiration Date	Title	Amount or Number of Shares	8. Price of Derivative Security (Instr. 5)		10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)	11. Nature of Indirect Beneficial Ownership (Instr. 4)
Employee Stock Option (right-to-buy)	$32.05	2/26/21		A		4,144 ⁽⁷⁾		2/26/22	2/26/31	Common Stock	4,144	$0	4,144	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/ Stuart Edward Woodcock, Jr. By: Stacy L. Cozad as Attorney-in-Fact	3/2/21
	** 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.
Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number.

____________ Transaction Codes:
A	Grant, award or other acquisition pursuant to Rule 16b-3(d).
F	Payment of exercise price or tax liability by delivering or withholding securities incident to the receipt, exercise or vesting of a security issued in accordance with Rule 16b-3.

Woodcock Stuart Edward Jr. – ‘4’ for 2/18/21 re: Ingevity Corp.

On: Tuesday, 3/2/21, at 3:10pm ET · For: 2/18/21 · Accession #: 1653477-21-18 · File #: 1-37586

Previous ‘4’: ‘4’ on 8/11/20 for 8/7/20 · Next: ‘4’ on 5/10/21 for 5/7/21 · Latest: ‘4’ on 3/1/24 for 2/28/24

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Woodcock Stuart Edward Jr. – ‘4’ for 2/18/21 re: Ingevity Corp.

On: Tuesday, 3/2/21, at 3:10pm ET · For: 2/18/21 · Accession #: 1653477-21-18 · File #: 1-37586

Previous ‘4’: ‘4’ on 8/11/20 for 8/7/20 · Next: ‘4’ on 5/10/21 for 5/7/21 · Latest: ‘4’ on 3/1/24 for 2/28/24

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34Filing Table of Contents

This ‘4’ Document is an XML Data File that may be rendered in various formats:

Statement of Changes in Beneficial Ownership of Securities by an Insider — Form 4 — SEA’34
Filing Table of Contents