Chairman, President & CEO Gottwald Thomas E covered exercise/tax liability with 230 shares and was granted 610 shares, increasing direct ownership by 2% to 22,675 units (SEC Form 4)
$NEU
Major Chemicals
Industrials
| 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). | |||||||||||||||||
| Check this box to indicate that a transaction was made pursuant to a contract, instruction or written plan for the purchase or sale of equity securities of the issuer that is intended to satisfy the affirmative defense conditions of Rule 10b5-1(c). See Instruction 10. | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
NEWMARKET CORP [ NEU ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 02/27/2025 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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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) | 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 | 02/27/2025 | A | 610(1) | A | $0 | 22,905(2) | D | |||
| Common Stock | 02/27/2025 | F | 230(3) | D | $563.12 | 22,675 | D | |||
| Common Stock | 39,193.04(4) | I | NewMarket Savings Plan | |||||||
| Common Stock | 5,087 | I | Shares held by wife | |||||||
| Common Stock | 46,407 | I | Shares held as co-trustee fbo (among others reporting Floyd D. Gottwald) | |||||||
| Common Stock | 6,889 | I | Shares held as co-trustee fbo children dtd. 12/16/1991 | |||||||
| Common Stock | 63,607 | I | 2022 GRAT | |||||||
| Common Stock | 225,000(2) | I | 2025 GRAT | |||||||
| Common Stock | 2,316 | I | Shares held as trustee for grandchild (trust 1) | |||||||
| Common Stock | 1,868 | I | Shares held as trustee for grandchild (trust 2) | |||||||
| Common Stock | 1,647 | I | Shares held as trustee for grandchild (trust 3) | |||||||
| Common Stock | 1,558 | I | Shares held as trustee for grandchild (trust 4) | |||||||
| Common Stock | 1,253 | I | Shares held as trustee for grandchild (trust 5) | |||||||
| Common Stock | 955 | I | Shares held as trustee for grandchild (trust 6) | |||||||
| Common Stock | 918 | I | Shares held as trustee for grandchild (trust 7) | |||||||
| Common Stock | 576 | I | Shares held as trustee for grandchild (trust 8) | |||||||
| Common Stock | 372 | I | Shares held as trustee for grandchild (trust 9) | |||||||
| Common Stock | 402 | I | Shares held as trustee for grandchild (trust 10) | |||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 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 | ||||||||
| Explanation of Responses: |
| 1. On February 27, 2025, the Compensation Committee certified attainment of the performance goals for certain performance-based restricted stock awards ("Performance Stock"). The Performance Stock settled with shares of common stock. |
| 2. On January 27, 2025, the reporting person contributed 225,000 shares of common stock to a grantor retained annuity trust (the "2025 GRAT") for the benefit of himself and his adult children. The reporting person is the trustee and sole annuitant of the 2025 GRAT. |
| 3. Shares withheld by the Company to satisfy tax withholding obligations related to the Performance Stock that vested on February 27, 2025. |
| 4. The increase in shares is due to periodic purchases by the Plan Trustee pursuant to the Plan. |
| /s/ Anne-Marie Anderson, (by Power of Attorney for Thomas E. Gottwald) | 03/03/2025 | |
| ** 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. | ||