FORM 4
[ ] Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b).         
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP OF SECURITIES
                                                                                  
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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
                      

1. Name and Address of Reporting Person *

HEITMAN WILLIAM J
2. Issuer Name and Ticker or Trading Symbol

ASHLAND INC. [ ASH ]
5. Relationship of Reporting Person(s) to Issuer (Check all applicable)

_____ Director                      _____ 10% Owner
__ X __ Officer (give title below)      _____ Other (specify below)
Controller
(Last)          (First)          (Middle)

50 E. RIVERCENTER BOULEVARD
3. Date of Earliest Transaction (MM/DD/YYYY)

4/6/2015
(Street)

COVINGTON, KY 41012-0391
(City)        (State)        (Zip)
4. If Amendment, Date Original Filed (MM/DD/YYYY)

 
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. Trans. Date 2A. Deemed Execution Date, if any 3. Trans. 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   4/6/2015     M (1)    600   A $126.77   10553   (2) D    
Common Stock   4/6/2015     F (3)    369   D $126.77   10184   (2) D    
Common Stock   4/6/2015     M (1)    2450   A $126.77   12634   (2) D    
Common Stock   4/6/2015     F (4)    1550   D $126.77   11084   (2) D    
Common Stock   4/6/2015     M (1)    2900   A $126.77   13984   (2) D    
Common Stock   4/6/2015     F (5)    2057   D $126.77   11927   (2) D    
Common Stock   4/7/2015     S (1)    1974   D $128.65   9953   (2) D    
Common Stock                  315   I   401(k)   (6)

Table II - Derivative Securities Beneficially Owned ( e.g. , puts, calls, warrants, options, convertible securities)
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
Stock Appreciation Right   $51.86   4/6/2015     M   (1) (7)       600    11/17/2011   12/17/2020   Common Stock   600   $0   0   D    
Stock Appreciation Right   $55.56   4/6/2015     M   (1) (8)       2450    12/2/2012   (8) 1/2/2022   Common Stock   2450   $0   2450   D    
Stock Appreciation Right   $70.37   4/6/2015     M   (1) (9)       2900    11/14/2013   12/14/2022   Common Stock   2900   $0   2900   D    

Explanation of Responses:
( 1)  The transaction was effected pursuant to a Rule 10b5-1 trading plan adopted by the reporting person on February 17, 2015.
( 2)  Includes 1,245 shares of unvested Restricted Stock.
( 3)  Payment of exercise price and tax liability by withholding securities incident to the exercise of Stock Appreciation Rights referenced in footnote 7 below.
( 4)  Payment of exercise price and tax liability by withholding securities incident to the exercise of Stock Appreciation Rights referenced in footnote 8 below.
( 5)  Payment of exercise price and tax liability by withholding securities incident to the exercise of Stock Appreciation Rights referenced in footnote 9 below.
( 6)  Based on Employee Savings Plan information as of April 7, 2015, the latest date for which such information is reasonably available.
( 7)  Stock Appreciation Right granted pursuant to the 2006 Ashland Inc. Incentive Plan which vests in three annual installments: 50% after the 1st year, the next 25% the 2nd year and the remaining 25% the 3rd year.
( 8)  Stock Appreciation Right granted pursuant to the Amended and Restated 2011 Ashland Inc. Incentive Plan which vests in three annual installments: 50% after the 1st year, the next 25% the 2nd year and the remaining 25% the 3rd year.
( 9)  Stock Appreciation Right granted pursuant to the Amended and Restated 2011 Ashland Inc. Incentive Plan which vests in three annual installments: 50% after the 1st year, the next 25% the 2nd year and the remaining 25% the 3rd year.

Reporting Owners
Reporting Owner Name / Address
Relationships
Director 10% Owner Officer Other
HEITMAN WILLIAM J
50 E. RIVERCENTER BOULEVARD
COVINGTON, KY 41012-0391


Controller

Signatures
/s/ Issa O. Yesufu, Attorney-in-Fact 4/8/2015
** 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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