Statement of Changes in Beneficial Ownership (4)
04 Mai 2022 - 1:14AM
Edgar (US Regulatory)
FORM 4
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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).
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UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
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OMB APPROVAL
OMB Number:
3235-0287
Estimated average burden
hours per response...
0.5
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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
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1. Name and Address of Reporting Person
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Ferguson Scott D. |
2. Issuer Name and Ticker or Trading Symbol
OLIN Corp
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OLIN
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5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director _____ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
250 WEST 55TH STREET, 34TH FLOOR |
3. Date of Earliest Transaction
(MM/DD/YYYY)
5/2/2022 |
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(Street)
NEW YORK, NY 10019
(City)
(State)
(Zip)
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4. If Amendment, Date Original Filed
(MM/DD/YYYY)
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6. Individual or Joint/Group Filing
(Check Applicable Line)
___ Form filed by One Reporting Person
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X
_ Form filed by More than One Reporting Person
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Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1.Title of Security
(Instr. 3)
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2. Trans. Date
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2A. Deemed Execution Date, if any
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3. Trans. Code
(Instr. 8)
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4. Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4 and 5)
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5. Amount of Securities Beneficially Owned Following Reported Transaction(s)
(Instr. 3 and 4)
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6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
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Code
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V
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Amount
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(A) or (D)
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Price
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Table II - Derivative Securities Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities)
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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 |
| Phantom Stock Units (2) | (3) | 5/2/2022 | | A | | 2000 | | (2) | (2) | Common Stock | 2000 | $58.95 (3) | 12700 | D (1) | |
| Explanation of Responses: |
| (1) | Pursuant to an arrangement between Mr. Ferguson and Sachem Head Capital Management LP ("Sachem Head"), the Shares and Phantom Stock Units are held by Mr. Ferguson for the benefit of Sachem Head. Such units are included as directly beneficially owned by Mr. Ferguson, but may also be deemed to be beneficially owned by Sachem Head and Uncas GP LLC, Sachem Head's General Partner, as a result of such arrangements. Each of the Reporting Persons disclaims beneficial ownership of the reported securities except to the extent of his or its pecuniary interest therein. |
| (2) | Phantom shares of common stock are credited periodically to a deferred stock account under the Amended and Restated Olin Corporation 1997 Stock Plan for Non-employee Directors and are settled in common stock or cash following the date the reporting person ceases to be a director. |
| (3) | Security converts to common stock on a one-for-one basis. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
Ferguson Scott D.
250 WEST 55TH STREET
34TH FLOOR
NEW YORK, NY 10019 | X |
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Sachem Head Capital Management LP
250 WEST 55TH STREET
34TH FLOOR
NEW YORK, NY 10019 | X |
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Uncas GP LLC
250 WEST 55TH STREET
34TH FLOOR
NEW YORK, NY 10019 | X |
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Sachem Head GP LLC
250 WEST 55TH STREET, 34TH FLOOR
NEW YORK, NY 10019 | X |
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Signatures
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| /s/ Michael D. Adamski, as General Counsel | | 5/3/2022 |
| **Signature of Reporting Person | Date |
| /s/ Michael D. Adamski, as Attorney-in-Fact | | 5/3/2022 |
| **Signature of Reporting Person | Date |
| /s/ Michael D. Adamski, as General Counsel | | 5/3/2022 |
| **Signature of Reporting Person | Date |
| /s/ Michael D. Adamski, as General Counsel | | 5/3/2022 |
| **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 control number. |
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