Annual Statement of Changes in Beneficial Ownership (5)
15 February 2023 - 8:07AM
Edgar (US Regulatory)
FORM 5
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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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Form 3 Holdings Reported
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Form 4 Transactions Reported |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
ANNUAL 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
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1. Name and Address of Reporting Person
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GOTTWALD BRUCE C | 2. Issuer Name and Ticker or Trading SymbolNEWMARKET CORP [NEU] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
__X__ Director __X__ 10% Owner
_____ Officer (give title below) _____ Other (specify below)
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(Last)
(First)
(Middle)
330 SOUTH FOURTH STREET | 3. Statement for Issuer's Fiscal Year Ended (MM/DD/YYYY)
12/31/2022 |
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(Street)
RICHMOND, VA 23219
(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
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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. 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) |
| Amount | (A) or (D) | Price |
| Common Stock | 3/28/2022 | | G | 3626 | D | $0.00 | 3204 | D | |
| Common Stock | 11/28/2022 | | G | 202 | D | $0.00 | 374114 (1)(2)(3)(4) | D | |
| Common Stock | 12/16/2022 | | G | 100 | D | $0.00 | 374014 | D | |
| Common Stock | | | | | | | 0 (2) | I | 2020 GRAT |
| Common Stock | | | | | | | 100986 (1) | I | 2021 GRAT #1 |
| Common Stock | | | | | | | 213562 (4) | I | 2021 GRAT #2 |
| Common Stock | | | | | | | 500000 (3) | I | 2022 GRAT |
| Common Stock | | | | | | | 18731 | I | Shares held by wife |
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 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
(MM/DD/YYYY) | 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 at End of Issuer's Fiscal Year
(Instr. 4) | 10. Ownership Form of Derivative Security: Direct (D) or Indirect (I)
(Instr. 4) | 11. Nature of Indirect Beneficial Ownership
(Instr. 4) |
| (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares |
| Explanation of Responses: |
| (1) | On June 6, 2022, 84,014 shares of the Company's common stock were transferred out of the 2021 GRAT #1 as an annuity payment to the reporting person's directly held account. |
| (2) | On November 1, 2022, 580,660 shares of the Company's common stock were transferred out of the 2020 GRAT as an annuity payment to the reporting person's directly held account. Following such payment, the trust was terminated. |
| (3) | On November 22, 2022, the reporting person contributed 500,000 shares of the Company's common stock to a grantor retained annuity trust for the benefit of himself and his adult children. The reporting person is the trustee and sole annuitant of the 2022 GRAT. |
| (4) | On November 29, 2022, 206,438 shares of the Company's common stock were transferred out of the 2021 GRAT #2 as an annuity payment to the reporting person's directly held account. |
Reporting Owners
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| Reporting Owner Name / Address | Relationships |
| Director | 10% Owner | Officer | Other |
GOTTWALD BRUCE C
330 SOUTH FOURTH STREET
RICHMOND, VA 23219 | X | X |
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Signatures
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| /s/ Anne-Marie Anderson (By Power of Attorney for Bruce C. Gottwald) | | 2/14/2023 |
| **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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